Ultimate Rewrite
by Silentman87
Summary: Her name is Kang, formerly known as Susan Storm of the Fantastic Four, she travel through time hoping to find an answer on how to save her reality. At long last she has found it and now sets her plan into motion, with dire consequences
1. Chapter 1

**DISCLAIMER: I do not own the characters or stories of the Ultimate Universe, as I neither own any other Marvel character. This is purely a fanmade story. I don´t make any money out from this.**

**AUTHOR'S NOTE: Hello There. This is Silentman87 here to bring in my version of the Ultimate Universe. As many of you heard Marvel may/not be planning on cancelling the Ultimate Marvel line, so I thought about what would happen if there is a chance for the Ultimate Universe to be saved**

**As many of you have read the current Ultimate Comics series should know about Kang and how she was established in all of this and how she wanted to save her reality but failed, but what happens when she interferes with reality too much that she found an answer. This is my version of it and it will involve some plot-holes from some of the Ultimate Comic issues that I thought about using **

**This idea originally started because I had a discussion with a couple of people on YouTube involving the "Superior Spider-Man" comic series and how we all think Otto Octavius is a far better Spider-Man then Peter Parker, and some of those people that once said they would boycott the series have all jumped in and enjoyed the series greatly. A number of us enjoyed how Spider-Ock operates and you can't deny the result, so in one discussion I said that instead of the 616 Peter Parker coming back instead why not bring back Ultimate Peter Parker. Many of them agreed that Ultimate Peter should come back instead of 616 Peter, and there's even a Facebook page calling on Ultimate Peter Parker's return to the Ultimate Universe. The story may not be perfect as I have not yet planned how I would end this story until the ending of "Cataclysm" is released, but I have some ideas on what I want for it to happened**

**Anyhow here's my version of how I think Ultimate Peter Parker would come back...Enjoy**

* * *

_In an unknown era of a ruined earth, now a barrel of a wasteland due to the Ultimate's fight against Galactus, the being known as Kang floats in the air looking at the devastation as she appears alone in her thoughts_

**Kang (Susan Storm):** My name…is Kang…but in my previous life…I was known as Susan Storm, a member of the Fantastic Four…or I was until my world ended. I've seen betrayal…I've seen egos…and I've seen hate, but what I seek more from all of this is…an answer to my question. How do I save my reality from destroying itself? How do I make it better? How can I save everyone? Throughout my travel through time I experiment, and throughout these experiment come different results. The population can't be redeemed, there is no peace in the world, and evil still lurks even if we made it better, but regardless of the outcome the end result remains the same. My reality can't be saved and throughout my experiment I wonder if I should just give up and just accept my fate? My head gave up on them, but my heart still eagered to find an answer…but it seems lost…empty…broken. I've given my all and still have no answer and I was ready to embrace my end…that is until I started to think outside the box…and there it is…I've found it…my answer…It was not as I expected it to be nor do I wanted it, but it is an answer none the less…and I was ready to take it. Even if it means death will still come and a heavy burden will be carried by those who do not deserve it, the price of saving my reality is worth paying for. My name is Susan Storm…I am Kang…and I have found my answer…and now…it begins

* * *

_New York: Pre-Ultimatum_

_4:37am_

_Parker Resident: Peter's Room_

_In his bedroom is Peter Parker still sleeping in his bed, but appearing out of nowhere is Kang as she freezes time as she looked upon Peter in his sleep_

**Kang (Susan Storm):** …Hello Peter…You're still looking as healthy as ever, as you should be in your age. You may never know of my involvement in all of this or why I am doing this, and believe me I really didn't want to do this, but I have no other way and what I've seen in your future is something I want to prevent. You have an important role in all of this as you posses the will the others do not. You have the ability to influence others around you without knowing it, and it is you that can perhaps succeed were we have failed. You may not have the ability to overcome such challenge, but you will be. I have seen it in one reality, and I know how this reality can be saved…and it starts with you…Peter Parker. But for what it's worth…I'm sorry…

_Kang used her powers and lifted Peter's head in his sleep as her hands turned into metallic wires as it injected itself into Peter's cranium, as she activated a device in her wrist and copied all of his memories and stored it as data. With the process done Kang placed Peter's head back and disappeared_

* * *

_4:12pm_

_Triskelion: Facility 42_

_In an underground facility as SHIELD's headquarters, scientist's checks up on a tube containing the clone of Peter Parker, also known as the Scorpion, appearing as he is seen with no armor suit and his stinger has been removed but was left with a huge scar on his back_

**SHIELD Scientist 1: **Anything to report?

**SHIELD Scientist 2:** Not yet anyway

**SHIELD Scientist 1: **He's still not responding

**SHIELD Scientist 2:** Nope, but personally I have no idea what Director Fury wants with him

**SHIELD Scientist 1: **Probably another soldier for the Ultimates. Heard they have something called the "Avengers". Heh, can you believe that?

**SHIELD Scientist 2:** Heh. Yeah, but still I wonder if it's worth keeping him here

**SHIELD Scientist 1: **I know what you mean, but we have orders

**SHIELD Scientist 2:** Yeah I get it. Shutting up now

_4:14pm_

_Suddenly an earthquake erupted as the building started to shake and the alarms were triggered_

**SHIELD Scientist 1: **What the!?

**SHIELD Scientist 2:** What's going on!?

**SHIELD Scientist 1: **I don't know, but we need to get out of here before we get attacked or something

**SHIELD Scientist 2:** Yeah you're right. Let's go!

_As the two scientists leave the facility and the surroundings suddenly froze as time stop, appearing out of nowhere is Kang as she approached the tube containing the Peter Parker clone_

**Kang (Susan Storm):** Hello you. You remember me? I remember you. It was that one night that as Susan Storm that I vowed to be a good friend to Peter if he need me to be, and you ended up inside a tube with a stinger attached to your spine

_Kang placed her hand on the tube as she looked upon the clone_

**Kang (Susan Storm):** …You shouldn't be here and yet here you are…Your role was not established but today…today you will play a role that is crucial because of the role Peter will play, and his choices will affect the outcome he will made…and it's conclusion…Let us begin

_Kang used her powers and destroys the tube as she disappeared and carries the clone with her_

* * *

_3:54pm_

_Forest Hill, Queens_

_Appearing outside a couple of minutes before the Ultimatum wave hit, Kang dropped the clone Peter on the ground in an alleyway and proceeds with the plan_

**Kang (Susan Storm):** Now it begins

_Kang then turned her own hands into wires and used it on the clone Peter. Removing the scar on his back and healed his body as she removes any traces of the stinger being there. Kang then injected the wires on the clone's cranium and downloaded a copy of Peter Parker's memories onto him_

**Kang (Susan Storm):** It is done. Before I depart for my next phase of my plan…I wish to say… that you will not have a part in this after his ascension, because that role is reserved for her and her alone…and she will care for him…nurture him…guide him…until he becomes the man we need him to be…Goodbye…

_Kang disappeared as time moved forward, with the clone Peter Parker starting to wake up_

**Peter Parker (clone):** …Uh…ugh…ack…what the? What?

_The clone Peter got up but realizes that he's not wearing any clothes_

**Peter Parker (clone):** (_In shock_) WHAT THE HELL!? WHY AM I OUT OF MY BED! WHERE THE HELL ARE MY CLOTHES!? AND OW! Why's my back in pain so much!? And what time is it!? Hope Aunt May's not worried that I'm not in bed

_The clone Peter felt a massive pain in his back. Unaware of what happened as he looked around for some clothes to wear and found a pair of jeans in the trash. As he puts it on he wonders what happened to him as he felt he lost a gap in his memories, but focus back on him getting home_

**Peter Parker (clone):** Oh crap I'm so gonna get deceases from this Forget this. I need to get home and figure it out later

_The clone Peter heads off home without getting noticed_

* * *

_3:57pm_

_Forest Hill, Queens_

_Parker House_

_Meanwhile at Peter's house, Kenny Kong and Kitty Pryde arrived and met with Peter Parker, Mary Jane Watson, and a revived Gwen Stacy_

**Kitty Pryde:** Hey, hey!

**Peter Parker:** Hey Kitty, Kong…

**Kitty Pryde:** We're actually going out for a night on the town like real people with lives and stuff?

**Peter Parker:** How about that? Oh hey, Kitty, this is Gwen Stacy. Kong-o, you remember Gwen

**Kenny Kong:** Yeah, yeah…You, uh, look great.

**Gwen Stacy: **Yeah, you too. You lost weight

**Kenny Kong:** You remember me?

**Gwen Stacy: **Well, yeah…

**Kenny Kong:** I thought you. I thought—I don't know what I thought

_The five remained silent until Peter's Aunt May appeared with her purse_

**May Parker:** Hey! Do you have money? Here's some money

**Peter Parker:** I have money

**Kenny Kong:** I'll take it

**Peter Parker:** Seriously

**Mary Jane Watson:** Is it going to rain? Looks like it's going to rain

_The gang is about to leave as Aunt May says some brief words to her nephew_

**May Parker:** Call if there's trouble!

**Peter Parker:** We will

**May Parker:** Be home at a reasonable hour!

**Peter Parker:** We will

**May Parker:** If it rains, take shelter immediately!

**Peter Parker:** Seriously

**May Parker:** Okay, okay. Have a good time!

_May Parker watched as her nephew leaves with his friends, but as they are gone she then encounters a police car heading her way. Leaving May worried_

_4:12pm_

_A few minutes after May Parker was arrested, the clone Peter arrived at the house he grew up in_

**Peter Parker (clone):** Made it, finally

_As clone Peter reaches the door he was curious as to why the front door was left open, but as he enters the house is left empty as he calls out_

**Peter Parker (clone):** Hello!? Aunt May!? I'm back! You home Aunt May!? Aunt May!

_Clone Peter looks around and finds that no one is here. He then heads to his room to search for his Spider-Man costume but discovered few things missing_

**Peter Parker (clone):** There were two costumes, but one's missing. Where's my spare? Where are my web-shooters? Where's my phone? And why are some of my clothes missing? What the hell's going on?

_4:13pm_

_Suddenly the ground shakes as the entire neighborhood felt a massive earthquake_

**Peter Parker (clone):** Huh!? What's just happened!?

_Clone Peter climbed up on the roof as the sky rains continuously and was shocked to discover a tidal wave hitting New York_

**Peter Parker (clone):** Oh my god! Oh god what the hell! No time for explanations

_Clone Peter wore the Spider-Man costume as he got out of the house and jumps his way there_

**Spider-Man (clone):** Oh man! Oh man! Oh man! What do I do!? What the hell do I do!?

* * *

_4:23pm_

_Somewhere in Manhattan: In Soho_

_Spider-Man is seen through the streets with the Hulk, as the entire city is under rubble with dead bodies piling on the street, but what grabbed his attention is the body of the deceased lawyer from Hell's Kitchen, Daredevil, as he held his lifeless body_

**Spider-Man:** (Daredevil…Dead…I never…I never thought-) Honestly—he didn't like me very much, but I really—you know I really admire him. I told him. I admire his—his ability to just do what he needed to do. (And there he is. Don't even know his real name. He's just a guy in a costume)

**Bruce Banner:** His name is Matt Murdock

_Spider-Man turned around to see the Hulk changed back to Doctor Bruce Banner_

**Bruce Banner:** He was my lawyer. Didn't know he had a costume and a thing

**Spider-Man:** Doctor Banner…

**Bruce Banner:** You're a kid…

**Spider-Man:** I-

**Bruce Banner:** What the hell happened here? What is this? Where am I? Oh my God…Is this New York? OH MY GOD, IT IS! It's New York! What did I do?

**Spider-Man:** No. No. This wasn't you

**Bruce Banner:** What did I do?!

**Spider-Man:** Good news, Doc, It wasn't you. It was Magneto. You know the -

**Bruce Banner:** Oooh…

**Spider-Man:** Just calm down

**Bruce Banner:** I want—I want to die

**Spider-Man:** Calm down or you're-you're going to Hulk out again

**Bruce Banner:** Nooo

**Spider-Man:** Come on, try to get a-

**Bruce Banner:** I want you to kill me

**Spider-Man:** You didn't do this (Please don't-) You didn't do—(Oh man)

_Suddenly Bruce Banner transformed into the Hulk again as Spider-Man tries to calm him down to no success_

**Hulk:** HHUUARRGH!

**Spider-Man:** Hulk! FRIEND!

**Hulk:** Hulk! SMASH!

**Spider-Man:** Man!

_With a powerful smash, Hulk easily destroyed a building in two as he chased Spider-Man from behind_

_Somewhere in Manhattan: Near Soho_

_From a few blocks away from where he is, the clone Spider-Man manages to make it in the city, only to see the sights of destroyed buildings and dead bodies lying on the streets_

**Spider-Man (clone):** My god…They're dead…They're all dead…How…How could this have happened? How…?

_But suddenly he hears a powerful impact near from where he is as he sees a building being smashed in two, but also sees the Hulk chasing after someone_

**Spider-Man (clone):** Is that…the Hulk? If he's there then that means trouble. Better go after him

_Clone Spider-Man swings to the direction the Hulk is heading_

_4:39pm_

_Doctor Strange's Sanctum Sanctorum_

_Spider-Man and Hulk are seen confronting the entity known as Nightmare as he unleashes their worst fear against them, with Spider-Man taking the worst beating he has ever experienced_

**Spider-Man:** (How is this real? Why can I feel this? I don't understand. Doesn't matter really. This is my life. This is all it amounted to. Boxed around by a bunch of crazies. Everywhere I turn, another one.) AAGGH! (I tried so hard to make a difference. All it took was one crazy to destroy the world) Ghagh! (What good did any of it do? What difference did it make? I was really kidding myself if I thought otherwise)

**Nightmare:** Thank you Peter

_Nightmare sees Peter being beaten brutally by the images of his enemies as he looked upon him_

**Nightmare:** It's okay, Peter. It's okay to be afraid. It's the right emotion. It's how you should feel. These are scary times. Your world is done. It's over

_Suddenly an angry Hulk appeared behind Nightmare as he grabbed him and rips him in two with his bare hands, as Spider-Man watches_

**Spider-Man:** Whoa

**Hulk:** YOU COME HERE! YOU NO RUN! HULK KILL YOU!

_As Hulk chases after Nightmare the clone Spider-Man appeared and watched what happened from afar, but was surprised by seeing another Spider-Man in front of him_

**Spider-Man (clone):** What…happened!? That's the Hulk over there…but the other one…Is that…me?

_Just then, Nightmare enter inside the sphere as Hulk started to smash it _

**Hulk:** HULK SMASH YOUR FUCKING FACE! (**SSMAASH**) HULK KILL YOU DEAD! SMASH YOU! KILL YOU! (**SMASH**)

**Spider-Man (clone):** Oh no!

**Spider-Man:** Hulk, I think…You…

**Hulk:** SMASH YOU! KILL YOU! (**SMASH**)

_Suddenly the sphere exploded, taking almost all of Soho, as not only Hulk but the two Spider-Men are caught in the blast_

**Spider-Man (clone):** OH NOOO!

**Spider-Man:** HULK! DON'T! Doc Strange's house…It's filled with all kinds of mumbo-jumbo

**Hulk:** HULK SMASH MUMBO JUMBO!

**Spider-Man:** No. Hulk smash bad. Smashing opens bad doors. Letting out…Nnngnnng. Oh…God…No…

**Spider-Man (clone):** AAAAAGGGGGH!

_The loud blast unleashes a purple smoke and light as Spider-Man's friends and family took notice of it_

**Spider-Woman:** Ohmygod!

**Mary Jane Watson:** …

**Kenny Kong:** …

**Kitty Pryde:** Oh no…

* * *

_5 hours later_

_10:39pm_

_SHIELD Triskelion: Carol's Office_

_In the aftermath on the assault on Magneto's fortress, the remaining members of the Ultimates and the X-Men are recovering in the SHIELD's infirmary as Nick Fury speaks with Colonel Carol Danvers as they both look upon a ruined New York_

**Carol Danvers:** …Never expected to see a view like this

**Nick Fury: **Of a fucked up New York being drowned by a mad crazy Mutant Terrorist

**Carol Danvers:** That about does it, and they want answers

**Nick Fury: **Despite knowing what the aftermath will be

**Carol Danvers:** …

**Nick Fury: **…

**Carol Danvers:** I'm gonna have to tell them Fury. I know what will become of the mutant population, but Charles Xavier is dead and this situation needs to be controlled

**Nick Fury: **But that would also mean suppressing and demonizing the entire mutant population in the process. This would make Magneto as some sort of martyr for his crazy mutant revolution, and to top it all off the Mutant Registration Act. That act will make it a lot worse and more reason more the mutant population to attack human kind

**Carol Danvers:** Well what am I suppose to do? And I can't risk another attack like this. They need to be contained! They need to be controlled! And if you have an alternative then so is it let me hear one!

**Kang (Susan Storm):** I have an alternative if you would like to hear one

**Carol Danvers:** Huh!?

**Nick Fury: **What the!?

_Suddenly from behind, Kang appeared as she restrained Nick Fury and Carol Danvers before they reach their guns _

**Carol Danvers:** What the!?

**Nick Fury: **Who are you!?

**Kang (Susan Storm):** I am Kang

**Carol Danvers:** Well I'm Carol Danvers of SHIELD and I'm hereby placing you under arrest!

**Kang (Susan Storm):** Relax Danvers, I'm not here to kill you both. I'm on a mission that will save this world from its end

**Nick Fury: **What!?

**Carol Danvers:** What do you mean save it!? Save it from what!?

**Kang (Susan Storm):** You will know about it when the time comes, but also if I tell you then you both will forget it and I have no time for discussion

**Nick Fury: **What are you here for Kang?

**Kang (Susan Storm):** You both are discussing about dealing with the Mutant problem. Were a legislation will be past that forces all Mutants to surrendered themselves to the United State government after word gets out that a Mutant terrorist was responsible for the killing of six billion lives. That cannot happen as I have foreseen it

**Nick Fury: **Huh?

**Carol Danvers:** What are you talking about?

**Kang (Susan Storm):** As I said. You will know about it when the time comes, but in the mean time…here is my solution

_Kang then used her powers on both Nick and Carol. Erasing her existence from their minds and implanted an idea in them a solution_

_10:57pm_

_The Ultimates and the X-Men entered the office of Carol Danvers as she and Nick Fury discuss with them_

**Carol Danvers:** Glad you came

**Steve Rogers:** You said this was important that we all came

**Tony Stark:** So what's this about?

**Carol Danvers:** …

**Nick Fury: **…Six billion lives were lost that day, and we don't even know how to reverse that process and bring those six billion lives back

**Carol Danvers:** But since we couldn't and the UnitedState government demand answers we've thought of a solution that can solve this mess

_The two teams stood in silence with the X-Men suspecting what needed to be as Scott Summers stood forward_

**Scott Summers:** Colonel Danvers, Nick Fury. I can…understand your decision for what's needed to be done, and I-

**Carol Danvers:** We're keeping this a secret

**Scott Summers:** Excuse me?

**Steve Rogers:** What do mean keep it a secret?

**Nick Fury: **It's exactly what it means Captain. The word that Magneto is responsible for all of this must remain buried in this room

_The two teams were stunned by the response from Danvers and Fury as they suggest to keep the fact that Magneto was responsible a secret_

**Tony Stark:** Are you serious?

**Jean Grey:** You want us to hide this fact a secret?

**Carol Danvers:** The fact that a mutant terrorist was responsible for committing the most heinous crime on the planet to be buried in our minds and stays shut and not let a single word of it going out on public

**Nick Fury: **Which would mean a nationwide witch hunt on all mutants including execution, and place them in a concentration camp regardless if they have committed a crime or not

**Carol Danvers:** Tell me Summers, is that what you really want for your kind? To be hunted down like animals?

**Scott Summers:** …

**Steve Rogers:** So we're keeping this quiet?

**Carol Danvers:** Not quite. We have an idea how we can solve this

**Nick Fury: **And it's one we find it obvious to pin on

_Danvers then showed the team on screen the target they want to deal with, Doctor Doom_

**Tony Stark:** Doom!? You wanna make a scapegoat on Doom!?

**Carol Danvers:** He's the most obvious one and he did have a hand in all of this

**Nick Fury: **And that makes it perfect for us to divert blame on someone

**Carol Danvers:** Doom is our target and we need to deal with him…permanently

_Both teams we're surprised by this suggestion as it will divert blame on the mutants_

**Ororo Munroe:** This…could be a solution

**Jean Grey:** Are we serious about this?

**Steve Rogers:** You really want to pin a man who has no direct involvement on this?

**Nick Fury: **Would you really have a million dead mutants in your doorstep?

**Steve Rogers:** …

**Tony Stark:** You guys are so desperate to get rid of Doom aren't you?

**Carol Danvers:** Don't we all?

**Tony Stark:** …

**Scott Summers:** You really want this to be an option?

**Nick Fury: **It's the only option I would recommend you take and I think it would be best if whatever's left of your X-Men join in

**Jean Grey:** You want us join you!? In your attack against Doctor Doom?

**Carol Danvers:** This could build a positive image. The idea that the X-Men are here to save the world along side the Ultimates to take down the man who would destroy the world and killed countless of innocent lives

**Jean Grey:** …So what about the people that saw the suicide bombing Madroxes?

**Nick Fury: **Parts of it will be dealt by SHIELD on a media front, but your telepathic abilities could make people think they saw suicide bombers from Latveria, and all of them wearing the mask of Doom

**Carol Danvers:** So after you clean up New York and assist on finding any survivors we will coordinate an attack on Latveria and deal with Doom.

_With no other choice, the rest agreed and decided to prepare their attack on Latveria_

* * *

_One day later_

_New York: Post-Ultimatum_

_As a group of SHIELD soldiers were sent to clean up of what remains of New York and find any survivors, Iron Man detected a life sign buried underneath the debris. Captain America went and dug through the debris and found an unconscious Peter Parker, still in his Spider-Man costume without his mask. As the two Ultimates check up on him Peter then started to open his eyes slowly to see Captain America and Iron Man_

**Peter Parker:** …Wha…what...

**Iron Man: **Kid you okay?

**Peter Parker:** I…I…

**Iron Man:** Hang on kid. I'm calling help

**Captain America:** Rest easy son you'll be fine

**Peter Parker:** …

_Some SHIELD medic arrive to treat Peter as they took him on a stretcher, but over looking them on a tall building is Kang as she looked pleased with the first stage of her plan. However she notices a mysterious being behind her, the entity known as the Watcher_

**Kang (Susan Storm):** …So…you are here…Have to come to bare witness the first stages of my plan

**Watcher:** …

**Kang (Susan Storm):** …I know it's not what I expect but it's still a start none the less

**Watcher:** …What did you do?

**Kang (Susan Storm):** …What it is needed to be done. You already have your champion, so I have mine

**Watcher:** You have interfered with reality far too much Susan Storm. Your actions have caused an indelicate balance to an already fragile reality. You are already gambling too much on this for your own fate

**Kang (Susan Storm):** I need to do what is necessary to save this reality. I cannot allow this one chance to be ruined

**Watcher:** This is a mistake

**Kang (Susan Storm):** This is just and my first piece is in place. And as you already know…that is not the real Peter Parker down there. His new role…has now begun

* * *

_Void Dimension_

_In between the barriers of reality, Spider-Man is seen unconscious on plain white sand as the wind blows. Moments later he opened his eyes as he slowly gets up_

**Spider-Man:** Wha…what? (_Looking around_) Where…am I? What's going on! Hello! HELLO!

_Spider-Man started to freak out as he runs around realizing this isn't a dream as he took out his phone and sees no reception, but to make it even worse for him is that he's stuck_

**Spider-Man:** Oh no! Oh god no! No! No! NO! NOOO! MARY JANE! GWEN! KITTY! JOHNNY! DOC STRANGE! ANYONE! HELP ME!

* * *

**AUTHOR'S NOTE: Well this I've rush, but I better not take much of the source materials, but any how you all know this bit as its from the "Ultimatum" event. This event pretty much reboots the Ultimate line to how it is before the "Death of Spider-Man" event, which we had the introduction of Miles Morales as the new Spider-Man. I already have ideas involving Miles but that will be on a later planning**

**Anyhow, here we have Kang bringing in one of Peter's clones who was this version's Scorpion. First appeared in issue 97, part 1 of the Ultimate Clone Saga, this character however was never seen again. When Ultimate Comics: Avengers was release I thought it was him since a Spider-Man was on the cover, but it turned out to be some Korean dude. "So I ask myself what has ever happened to him anyway?" So here I decided to use him for this story, while the real Peter Parker is somewhere in another dimension as he is unable to find a way out**

**As for Kang we've already know of her motives and why she's doing it, so here she has experimented and played with reality too much that her actions have created multiple realities, only for it to be destroyed as Kang now has what she needed, but that's going to play out on a later planning as she's been interfering with other timelines for her plan**

**This is just a starting point for my story on how I think should happen and I won't be able to release the chapters that quick because I have not really planned anything on how it would go. I'm still working on it and I might rush this because I want to make this quick as I can, but I have some ideas how Peter would survive all this, but if you guys have any suggestions let me know and I'll see if it can work to what I'm doing. I'm also going to include more characters in a later story, but one I'm really interested in is Jessica Drew, the female clone of Peter Parker, and I have some ideas on a later story how I would integrate her more into Peter's life**

**If you see a thumbnail of this fic with an image of Jessica Drew in her Spider-Woman costume holding a web-shape heart as she gave it to Peter Parker, that's partly what I had in mind for this**

**Please Review**


	2. Chapter 2

_Five Days Later_

_Latveria_

_Five days after the event of Ultimatum, SHIELD forces have appeared and begun their assault on Latveria to apprehend Doctor Doom. Invading the country as more SHIELD forces landed on the ground, with Nick Fury leading the charge as the Ultimates and some members of the X-Men follow. With Latveria now fully in SHIELD's control, the Ultimates and the X-Men then confronted Doom_

**Doctor Doom:** YOU DARE! YOU DARE INVADES THE LAND OF DOOM!

**Nick Fury:** You are about to have you head on a silver platter!

**Doctor Doom:** SO THIS IS HOW IT GOES!? MAGNETO'S WORKON THE WORLD HAS LEFT HALF THE POPULATION DEAD, AND YOU USE THIS MOMENT TO PIT THE BLAME ON ME!?

**Storm:** Can't believe we're actually doing this

**Cyclops:** As much as it pains me to do this, I will not allow the Mutants to suffer anymore then they will be!

**Doctor Doom:** THEN YOU ARE A FAR BIGGER FOOL THEN I REALIZE!

**Cyclops:** THE GAME IS UP DOOM! X-MEN ATTACK!

**Nick Fury:** ULTIMATES! TAKE HIM!

**Hawkeye:** EAT MY ARROWS!

**Iron Man:** LIGHT'S OUT DOOM!

**Doctor Doom:** NOT QUITE!

_Iron Man fired a repulser blast at him, but Doom used his gauntlet and brought up his shield as the repulser blast was deflected_

**Iron Man:** WHAT!?

**Doctor Doom:** DO YOU REALLY THINK I WASN'T EXPECTING YOU STARK!? I CAME PREPARED!

**Nick Fury:** WELL SO HAVE I!

**Marvel Girl:** You're done Doom!

**Doctor Doom:** WHAT!?

_With him cough off guard, Marvel Girl used her telekinesis powers on Doom as he tries to resist _

**Doctor Doom:** NO! I…WON'T…LET…YOU!

**Marvel Girl:** …I'm sorry Doom…but this has to happen

**Doctor Doom:** NO! DOOM! WILL! NOT! FALL! I-

_Suddenly time once again stopped as Kang appeared once again_

**Kang (Susan Storm):** …Poor Victor Von Doom. Always the egotistical one and it is that ego of yours that got us into this point. Well that doesn't matter because you are going to die, and I know how

_Kang then used her powers and added a sharp blade on his wrist as she turns to Marvel Girl_

**Kang (Susan Storm):** Jean Grey, the X-Men known as Marvel Girl. I must admit I never thought you would be here or agreed to this, but you are willing do to what it takes to save the mutant race from a devastating result if the world finds out that a lone mutant did it. I was actually expecting to see you in another place, but this might have to do. And for what it's worth…I'm sorry

_Using her power to force an event on Doom, Kang disappears as time continued with the result she wanted. Doom unknowingly stabs Marvel Girl through the chest, causing the Ultimates and the X-Men to be shocked, with Marvel Girl in surprised and Doom in confusion as to what has happened_

**Marvel Girl:** Ghk…Ack…

**Doctor Doom:** Wha…what?

**Captain America:** My god!

**Nick Fury:** No!

**Storm:** Oh no!

**Cyclops:** JEAN!

**Doctor Doom:** I-I-

**Marvel Girl:** Hck…Die!

_With her last amount of strength Marvel Girl used her powers and shut off Doctor Doom's mind. The two collapsed as Doctor Doom is left brain dead and Marvel Girl left dying as she looses a lot of blood, with Cyclops rushing to her side and holding her body_

**Cyclops:** JEAN! JEAN! TALK TO ME JEAN!

**Storm:** Oh my god! Jean!

**Nick Fury:** Get a medic here now!

**Iron Man:** I don't think that's going to help! According to my scanners her lungs are filling up with blood! The medics would be too late and she's loosing pulse!

**Storm:** No!

**Cyclops:** (_started crying_) Jean! No Jean…

**Marvel Girl:** S-Scott…

**Cyclops:** I'm here Jean! I'm here…

**Marvel Girl:** I-I-I love…I…I love…

**Cyclops:** Jean!?

**Marvel Girl:** I-I-I…I…I…

**Cyclops:** …Jean...? Jean? Jean!? JEAN!

_Cyclops started to cry heavily as the X-Men and the Ultimates sees Marvel Girl slowly drifting away as her body became lifeless and not moving as she died._

_Latveria: Castle Van Damme_

_An hour after the battle SHIELD agents have been investigating and search the castle until Fury is led by one SHIELD soldier to a glass tube containing a familiar face. Namor_

**SHIELD Soldier:** There he is General Fury

**Nick Fury:** Well I'll be dammed. Namor

**Namor:** LET ME OUT NOW OR SUFFER!

**Nick Fury:** Looks like Doom built a perfect prison for you to remain in

**Namor:** You dare insult me!?

**Nick Fury:** A guy who got imprisoned by the Atlantean all those years ago because he's too much of an a-hole to handle, and now here you are imprisoned by the one man I didn't think could take you. Now how did that happened I wonder?

**Namor:** Don't push me surface-dweller

**Nick Fury:** I'm not, but I do see an opportunity here that might help us out

**Namor:** And that would be?

**Nick Fury:** …A deal Namor. Something that could help us co-operate more, and perhaps we might get something out of it

**Namor:** You wish for me to bow to you?

**Nick Fury:** No. I wish for you to work with us. Something that would benefit the both of us in a long-term run

**Namor:** Me? Work with you?

**Nick Fury:** You heard me Namor. Work with us and I might give you something you want in return

**Namor:** Like what exactly?

**Nick Fury:** Like the rebuilding and repopulation of Atlantis with you as King, or something else you're thinking of

**Namor:** Hmm…

**Nick Fury:** I can even have Susan Storm as your handler if you ask nicely

**Namor:** …

* * *

_10 Days Later_

_Forest Hill, Queens_

_Pryde House_

_Opening the front door as she hears the bell ring, Kitty Pryde who appeared sad is surprised to see Kenny Kong standing at her porch_

**Kenny Kong:** Hey Kitty

**Kitty Pryde:** Kenny?

**Kenny Kong:** Just…wanted to see if you're okay

**Kitty Pryde:** I'm…I'm fine

**Kenny Kong:** …Mind if I come in?

**Kitty Pryde:** …Yeah…Yeah sure

_Pryde House: Living Room_

_Kenny went inside as Kitty stood there looking depressed_

**Kitty Pryde:** Do you…want anything?

**Kenny Kong:** Nah…I'm good thanks

**Kitty Pryde:** Oh

**Kenny Kong:** Is your Mom here?

**Kitty Pryde:** She went out to check up on things…just to be sure our savings are still there

**Kenny Kong:** Oh…

**Kitty Pryde:** …

**Kenny Kong:** …I heard what happen Kitty

**Kitty Pryde:** What?

**Kenny Kong:** …It's all over the news. X-Men help the Ultimates save the world from Doctor Doom's destruction. I also heard that a couple of them…were killed

**Kitty Pryde:** …Oh

**Kenny Kong:** …I just wanna see if you're okay

**Kitty Pryde:** I'm fine Kenny. Really, and it's sweet of you to care about me

**Kenny Kong:** I do care about you Kitty and I just want to be there for you

**Kitty Pryde:** Well you don't need to be. I'm fine

**Kenny Kong:** No you're not

**Kitty Pryde:** Kenny

**Kenny Kong:** Kitty…I don't know these guys much more then you, but I know they're good people and I know how much they mean to you

**Kitty Pryde:** …

**Kenny Kong:** …Please…Let me help you…

_Hearing his voice showing concern for her, Kitty started to cry in front of Kenny_

**Kenny Kong:** …Kitty?

**Kitty Pryde:** (_crying_)…They're gone. They're gone! THEY'RE ALL GONE! ALL MY FRIENDS ARE GONE!

**Kenny Kong:** …

**Kitty Pryde:** (_crying_) They're dead. THEY'RE ALL DEAD! They're all dead and I did nothing! I should have been there! I should have been there…I could have…helped…I…Oh god…

_Kitty bends her knees down on the floor and kept crying as Kenny bend down and tried to comfort her_

**Kenny Kong:** …Kitty….

**Kitty Pryde:** (_crying_) …A part of me knew that one day this would be the end of us, but not like this. Not like this! They're gone. They're gone and what do I have to do? I've got nothing!

_Seeing her cry like this, Kenny lifted Kitty's head up and wiped away her tears_

**Kitty Pryde:** Kenny?

**Kenny Kong:** …That's not true…I'm here

**Kitty Pryde:** …What…?

**Kenny Kong:** …Your friends…your family…we're here…I'm here

**Kitty Pryde:** …

**Kenny Kong:** …Listen…When that wave hit…I thought that was it for me…I thought I was going to die that day…I thought that would be it for me. But after that…I don't know…I just…I've never had that experience of felt that way for a moment before…Like everything I knew didn't make any sense…That was until I had time to think for myself…and then I thought about the one person I've never felt before…You…

_Kitty became surprised to hear this from Kenny. A person who she dated and cared for, but never knew how much he felt that way before _

**Kitty Pryde:** Kenny?

**Kenny Kong:** …I like you Kitty…I like you and I've never felt that way for a girl before, but I've seen what you are. I've ever known. You're strong, brave, smart, caring, and you are just the most amazing person I've ever known. And I've felt lucky knowing a pretty girl like you would ever be interested in a guy like me, but you know what hurt me the most…is to see you like this

**Kitty Pryde:** …

**Kenny Kong:** I know I could do a lot more and I will, but if you wanna cry then let me be there for you. Let me be your shoulder to cry on. Let me be there for you and I'll do whatever it takes to help you, because that how much awesome and how much of a good person you really are

**Kitty Pryde:** …Kenny

**Kenny Kong:** …Kitty…I…I…Kitty I-

_Suddenly Kitty grabbed Kenny and kissed him, which caught him off guard and surprised. The two then looked at each other as something within their relationship has developed_

**Kenny Kong:** Kitty?

**Kitty Pryde:** …Hold me Kenny

**Kenny Kong:** What?

**Kitty Pryde:** …You said you wanna be there with me…I want you to hold me…comfort me…be with me…please…

**Kenny Kong:** …

_Without a thought of what they're doing, Kitty and Kenny embraced each other as they kissed without moving or leaving the room. With no sound coming throughout the house as the only sound they hear is the sound of their breath as their lips met_

* * *

_The Fable Lands of Wundagore: Bavarian Alps_

_In the snowy mountains lies a destroyed lodge as Kang appeared and created a sphere around the body of the lifeless Mystique seen on the ground and reducing her into dust. She then confronts Quicksilver and Sabertooth, who are shocked by the appearance of this mysterious individual_

**Kang (Susan Storm):** …Well that was disappointing. I was expecting more from Magneto's Brotherhood of Mutants. Such a shame

**Sabertooth:** TO SON OF A BITCH! I'LL KILL YOU!

**Kang (Susan Storm):** Heh. I like to see you try

**Quicksilver:** WELL HERE IT IS!

_Sabertooth launches his attack against Kang but appeared to be evaded and was blasted off until Quicksilver launches his attacks with his speed_

**Quicksilver:** YOU'RE MINE!

**Kang (Susan Storm):** Not quite

_Suddenly Kang used his powers and blasted his legs off as the impact of the speed left him bloodied and injured, as Sabertooth saw what happened_

**Quicksilver:** AAAAAAGGH!

**Sabertooth:** NO! I'LL KILL-(_Kang appeared_) Huh!?

**Kang (Susan Storm):** Farewell

_Kang created a sphere on Sabertooth and instantly killed him as his body was turned into dust. Kang then approached Quicksilver as he tries to move_

**Quicksilver:** UGH!

**Kang (Susan Storm):** Feeling the pain Pietro?

**Quicksilver:** AGH! DAMN YOU!

**Kang (Susan Storm):** It's a shame really. I once thought you have promise, but in reality you are just another disappointment

**Quicksilver:** DON'T YOU EVER TALK TO ME LIKE- (_Kang broke Quicksilver's hand and legs_) AAAAAAGGGHH!

**Kang (Susan Storm):** Apologies Pietro but you just can't behave as you were

**Quicksilver:** AGH!

**Kang (Susan Storm):** Don't worry. I've already send the co-ordinates to SHIELD of your location. They will be here soon along with some medical attention

**Quicksilver:** WHY! WHY ME!? WHY COME AFTER ME!? I'VE NEVER EVEN MET YOU!

**Kang (Susan Storm):** But you have, except it was from another time, and no matter how much I wanted to kill you Pietro you still have a role in all of this

**Quicksilver:** What…are you talking about!?

**Kang (Susan Storm):** It doesn't matter really, and I would like to keep that question buried in your head. So until then

**Quicksilver:** What are you-(**_Grab_**) Ack!

_Kang grabbed Quicksilver by the neck and raised her hand on him as her hands turned to wires_

**Quicksilver:** Huh?

**Kang (Susan Storm):** Relax Pietro. This will be quick

**Quicksilver:** No!

**Kang (Susan Storm):** Sleep Pietro

**Quicksilver:** NOOOOOO-(**_pierce_**) Ugh

_Kang pierced Quicksilver's cranium and erased her existence from his mind and puts him in a long sleep. Then she heard another voice coming from the destroyed lodge, as she approaches to find a bloodied individual still barely alive, revealing to be Charles Xavier's ex-wife, Moira MacTaggert_

**Moira MacTaggert:** *cough* *cough* *cough*…Agh…Ah…

**Kang (Susan Storm):** Moira MacTaggert…You're still alive…well barely

**Moira MacTaggert:** *cough* …Why…? Who…are you?

**Kang (Susan Storm):** …Call me the ghost of Christmas Future, and I know how the future ends up to this point

**Moira MacTaggert:** W…What?

**Kang (Susan Storm):** Namely this

_Kang showed Moira the bullet Quicksilver was meant to kill Cyclops with as she was the one that gave it to him_

**Moira MacTaggert:** …That…bullet…How?

**Kang (Susan Storm):** Like I said… I know how the future ends up to this point. But the question is why. Why would Charles Xavier's ex-wife joined up with Pietro and his Brotherhood and wanted to kill Cyclops?

**Moira MacTaggert:** …

**Kang (Susan Storm):** I've got all the time in the world Moira…So I suggest you tell me because that wound is not looking too good

_Moira then displayed an angry face as she looked at Kang_

**Moira MacTaggert:** …He ruined me…Charles Xavier ruined me…He took away my life as well as the life of my own son…My son was sick and he didn't even bothered to help him…He could have saved him…if he put a lot of effort of being a father…but he was nothing more then pure scum…A piece of filth and his X-Men are nothing more than him puppets to make him feel superior. Believing he can have any woman he wanted…and do whatever he pleases while showed no sympathy to the people he hurt

**Kang (Susan Storm):** …

**Moira MacTaggert:** He took away my son…so I wanted to take away his…Scott Summers was more of a son to him then to his actual son. I wanted his legacy to die with him

**Kang (Susan Storm):** …It's not Scott's time to die…not yet anyway. I still need him and my plan can't be achieved without him

**Moira MacTaggert:** You

**Kang (Susan Storm):** As much as I want to help, you will just be an eyesore to have around and there's basically nothing for you to do her

_Kang picked up the bullet and pointed at Moira_

**Moira MacTaggert:** Huh?

**Kang (Susan Storm):** …Farewell Moira

_With a flick, Kang killed Moira with the bullet meant for Cyclops_

**Kang (Susan Storm):** My part here is half done. Let's see how you manage Peter. I would be looking forward to your return

* * *

**AUTHOR'S NOTE: Not my best, but it's close enough**

**It may not be much, but yeah. Jean Grey is dead along with Doctor Doom. Kitty Pryde is still with Kenny Kong. Another I'm adding is Namor being offered a place in the Ultimates, which I'll might show in a later story plot**

**Also if anyone read Ultimatum issue 5, the woman Quicksilver was talking to was Moira MacTaggert**

**I'm still open to suggestions if I can**

**Please Review**


	3. Chapter 3

_2 Months Later_

_Forest Hill, Queens_

_Parker Residence: Peter's Room_

_With New York still being rebuilt, Peter Parker, who unknown to him is actually a clone, is seen resting in his bed until a familiar voice wakes him up as she jumps on his bed_

**Peter Parker (clone):** Whoa! What!?

**Gwen Stacy:** Morning sleepy head

**Peter Parker (clone):** Gwen!? Wait! What time is it!?

**Gwen Stacy:** Its Saturday today

**Peter Parker (clone):** Seriously? Ah man

**Gwen Stacy:** Relax, there's nothing you've missed

**Peter Parker (clone):** Except seeing you in my bed…sitting right on top of me

**Gwen Stacy:** I thought I might spice things up abit

**Peter Parker (clone):** And you did

**Gwen Stacy:** Heh. Come here

_As she sits on top of him, Gwen bends down and kisses Peter as he kisses back. The two share a passionate kiss until his Aunt May called_

**May Parker (downstairs):** Gwen!? Is Peter up yet!?

**Gwen Stacy:** Yes he is Aunt May!

**Peter Parker (clone):** …Wow. That is a total mood killer

**Gwen Stacy:** Well it looks like you are gonna have to wait till you come back from your job

**Peter Parker (clone):** Ah man

**Gwen Stacy:** Get real Peter, you'll have fun like you always have

**Peter Parker (clone):** Yeah great. That is exactly what I need right now

**Gwen Stacy:** Heh.

_Gwen kisses Peter and get off him as she heads to the door before saying a few words to him_

**Gwen Stacy:** Oh and Peter?

**Peter Parker (clone):** Yeah Gwen?

**Gwen Stacy:** You better make sure you come back still looking cute as ever, because I wanna try something new for us

**Peter Parker (clone):** And what's that?

**Gwen Stacy:** I guess you're just gonna have to find out…and quick

**Peter Parker (clone):** …

**Gwen Stacy:** Looking forward to it?

**Peter Parker (clone):** …Can't wait

* * *

_Void Dimension: Somewhere in a desert_

_Meanwhile, still in an alternate dimension the real Peter Parker, who is still in his Spider-Man costume but wearing no mask, is seen walking through the desert appearing tired as he continues walking_

**Peter Parker:** Oh great. Just what I need more stupid sand on my face. Man how much worse can it get?

_Suddenly a sandstorm blows in while Peter stood annoyed and struggles to go through to find cover_

**Peter Parker:** ARGH! DAMMIT! I HOPE YOU GET BENT SANDSTORM! I HATE YOU!

_Just as he was crossing through the sandstorm with barely any visible sight, Peter sees a large rock with a cave and struggles to go to it_

**Peter Parker:** Agh! Come one! I can make it! Agh! I think I got sand in my pants!

_While he struggles, Peter made it to the cave and hid there until the sand storm blows over_

**Peter Parker:** Ah…ah man…I hate the sand. Hate the desert. Hate this place…Fuck (My name is Peter Parker, and I'm Spider-Man. The last thing I remember was swinging through New York while it was drowned by Magneto, and I ended up fighting a couple of real-life demons from Doctor Strange's place. Hulk smashed a large crystal ball that caused an explosion, but by the time I open my eyes I ended up here. I can't even remember how long I've been here or how I can get back, but what I do know is this. I'm stuck here and I don't even know how to get out or how long I've been here. And you know what else it's funny? Before I got here…I think I saw someone that looks like me, and in a Spider-Man costume. Weird right?)

_With the sandstorm showing no sign of letting down, Peter lay down on the ground and rest as he shuts his eyes_

* * *

_?_

_While asleep, Peter suddenly hears a noise as he opens his eyes and sees himself surrounded in bright light as the sky appeared pure white_

**Peter Parker:** …Huh…What? What the!?

_Peter got up wondering how he ended up in a different place, but what surprised him more is that he's now appeared in the body of an 7 year old version of himself wearing glasses, a blue shirt and jeans with white trainers_

**Peter Parker (7 year old):** …Oh no…OH HELL NO! Am I!? How!? How did I…Huh?

_Once again Peter hears the noise but what caught his attention is seeing someone from afar. A young 7 year old girl with blonde hair and blue eyes wearing a white t-shirt and jeans with white trainers looking at him_

**Peter Parker (7 year old):** …What?

**?: **…

**Peter Parker (7 year old):** Who…are you?

**?: **…You look funny, and cute

**Peter Parker (7 year old):** Huh?

**?: **Hehehe. Catch me if you can!

**Peter Parker (7 year old):** Hey wait!

_The little girl ran off as Peter chases after her_

**Peter Parker (7 year old):** Hey! Hey wait!

**?: **Hehehe. Come on slow poke! Chase me!

**Peter Parker (7 year old):** Just hold on!

**?: **Hehehe

_As they run Peter then sees the sky slowly turning light pink as the clouds appeared gold, with grass slowly appearing from the ground with flowers popping up_

**Peter Parker (7 year old):** What's…going on? What just happened?

**?: **What's wrong? You give up!?

**Peter Parker (7 year old):** What's going on!? Where are we!?

**?: **Catch me and you'll know!

_Peter kept on running as he attempts to chase after her until he fell on the ground_

**Peter Parker (7 year old):** Oof! Ow!

**?: **Hahaha! I win! IwinIwinIwin! I-(**BAM**)…

**Peter Parker (7 year old):** Huh!?

_Suddenly as Peter got up he was shocked to see the 7 year old girl on the ground bleeding as she is seen barely alive_

**?: **Ghhkkk…Hkkkkkcccc…

**Peter Parker (7 year old):** OH MY GOD! NO!

_The 7 year old Peter ran towards the little girl as she appears to be dying and raised her arm to him, which Peter raised his until-_

* * *

_Void Dimension: Inside a cave _

_Peter opened his eyes to see his arm reaching up as he himself in his original body, realizing it was a dream_

**Peter Parker:** …A dream…It was a dream…Oh man what the hell…And who...who was that girl?

_As Peter stood up he then see the sandstorm dying down as he heads outside_

**Peter Parker:** …Well…better keep moving

* * *

_Years Ago_

_Alcroft, West Virginia:_

_Dou Height Pit Stop: Bathroom_

_Inside a local bathroom, Magda Lensherr, the lover of Magneto is seen looking at a pregnancy test to discover that she is pregnant with Logan's child, which caused her to shed tears_

**Magda Lensherr:** No turning back now. No turning back

_Dou Height Pit Stop: Outside_

_As Magda Lensherr is seen leaving time suddenly froze again as Kang appeared once again and turned her into dust. With another part of her plan executed Kang is then confronted by the Watcher_

**Kang (Susan Storm):** …Uatu

**Watcher:** You must stop this Susan

**Kang (Susan Storm):** Stop what!? Stop me from saving this world!?

**Watcher:** You've removed a component of the timeline that should not have been removed

**Kang (Susan Storm):** You mean her? She'll be a nuisance, and besides I found someone else to inherit Mothervine, and it will be interesting to see what that person can do. All I did was replace it with something new in it's place

**Watcher:** You have interfered with time far too much Susan. Your actions has caused a rippling effect throughout reality that has caused more damage to the fabric of time and space

**Kang (Susan Storm):** You mean prevented an action that would cause a reaction. That what it takes to save this reality

**Watcher:** By destroying other realities in the process along with many lives?

**Kang (Susan Storm):** Lives that have never existed

**Watcher:** And even if you succeed then what will be the aftermath?

**Kang (Susan Storm):** …What I have plan for will ensure the evils in the past must never remerge in the future

**Watcher:** Then you will doom us all

**Kang (Susan Storm):** No! I will save them! I will make sure this world is protected, and I will not have some living stone column with an eye to tell me how to save this world! Because that's what you always do! You just stand there and do nothing while the whole world suffers! I won't allow it! I can't!

**Watcher:** …Then that ego of your will be your downfall

**Kang (Susan Storm):** We shall see Uatu

**Watcher:** Yes…we will

_The Watcher then disappears. Leaving Kang in her thoughts_

**Kang (Susan Storm):** …No one will stop me…No one…

* * *

_Present Day_

_Somewhere in New York_

_In the streets of a local neighborhood Jessica Drew is seen with a bag of groceries as she heads back to her place and met some people along the way _

**Kenan:** Hey there Miss Drew

**Jessica Drew:** Hey there Kenan

**Kenan:** My you look lovely today young lady

**Jessica Drew:** That's nice of you to say

**Kenan:** And you bought a lot of food, and not the kind you'd expect

**Jessica Drew:** Why? Can't someone enjoy a couple of junk food wile I'm at it?

**Kenan:** Just saying eating too much could be bad for you

**Jessica Drew:** Heh. I'll manage. See ya Kenan

**Kenan:** See ya girl

_Jessica then heads inside a building that is her apartment building_

_Jessica Drew's Apartment_

_Jessica enters her apartment, which appears to be cheap and small, as she placed her groceries in a small kitchen_

**Jessica Drew:** Okay. Some cup noodles, a bag of potato chips, a bar of chocolates, some buns, and a bottle of cheap cola. Great

_Jessica looks around her small apartment and thinks about how she could manage to afford it_

**Jessica Drew:** …Well…better freshen up

_In a small bathroom, Jessica then washed her face and looked at herself in the mirror and make a foolish look on her face as she express herself, but in the end she then looks deeply at herself. Feeling empty and alone with the life she thought was hers; Jessica started to cry as she feels like a disposed product with no life of her own, until she hears a knock on the door. Jessica wiped away her tears and opens the door to find it's her neighbor, Vin Gonzales holding a container of spicy chicken_

**Vin Gonzales:** Hey there chica

**Jessica Drew:** Vin?

**Vin Gonzales:** Thought I drop by and give you some left-over spicy chicken. Mami's special

**Jessica Drew:** Oh. Thank you

_Jessica accepted the container of spicy chicken_

**Jessica Drew:** Thank you Vin. That's nice of you

**Vin Gonzales:** Hey don't mention it, and hey maybe later you can drop by at my place

**Jessica Drew:** What?

**Vin Gonzales:** I-I mean…you know…hang out. And little Michele really likes spending time with you

**Jessica Drew:** …Umm…Yeah…Yeah sure

**Vin Gonzales:** R-Really? Well great. I-I mean Michele would be very happy

**Jessica Drew:** Well I like her. She's cute

**Vin Gonzales:** Oh and I got that new game I talked to you about

**Jessica Drew:** …Dead Rampage?

**Vin Gonzales:** That's it. You in!?

**Jessica Drew:** …Y…Yeah sure

**Vin Gonzales:** Great! I'll see you then

**Jessica Drew:** Yeah definatly

**Vin Gonzales:** Awesome. See ya Jessica

**Jessica Drew:** Yeah see ya Vin

_As the door closed, Vin went back to his apartment with a smile on his face, while in hers Jessica smiled as she looked at the container_

**Jessica Drew:** …Heh…So this is my life…So far so good

* * *

_Void Dimension_

_Peter is seen walking though the desert as he struggles to see through while feeling weak with lack of food or water_

**Peter Parker:** Agh! What the hell! I'm tired, I'm hungry, I'm thirsty, and I don't even know where the hell I'm going. Oh man I need something. A sigh, anything that can help

_Just then, Peter saw what it appears to be some kind of town ahead_

**Peter Parker:** …What…the?

_With the town in front of him Peter ran towards it, hoping to find anyone that can help him. As he arrive he was surprised to find scores of cars, buses and trucks piled up on the road as the town is covered in sand_

**Peter Parker:** What…is this place? Looks dead?

_Peter looks around as he then sees a somewhat advance truck and approaches as he found and picks up an advance looking gun equipped with repulsar tech_

**Peter Parker:** This gun…is that repulsar tech? Why's Stark's own tech in this

_While Spider-Man examines the repulser tech built weapon a group of unknown beings are seen climbing up a building as they took out their weapon_

**Peter Parker:** (spider-sense) Huh!?

**?: **RRRRRROOOOOOAAAARRR!

**Peter Parker:** HOLY CRAP!

_Peter evaded and head for cover as the unknown beings opened rapidly opened fire_

**Peter Parker:** AGH! SON OF A-

**?: **GRRRROOOOOAAAARRR!

**?: **AAAAAAAAARRRRRRRGGG!

**Peter Parker:** GOD DAMMIT WHAT THE HELL!?

_With more unknown beings coming in his way, Peter looked around the surrounding area and finds a large fire-extinguisher near him. He then checked his newly acquired weapon and his web-fluid_

**Peter Parker:** Okay, this thing is fully charged and its repulsar tech, I can manage. I'm somewhat low of web-fluid! Close enough! Alright! Let's do this!

_Peter then makes his move as he web-pulls the large fire-extinguisher and threw it in the air. Peter then runs out of cover and shoots at the fire-extinguisher as it explodes, creating a smoke-screen on some of the unknown beings_

**Peter Parker:** ALRIGHT YOU BUNCH OF UGLIES!

**?: **GRRRR!

**Peter Parker:** GET SOME!

_Peter opened fire at the unknown beings as he manages to hit them as their bodies turned to dust, but while he tries to find a way to escape. Peter web-zips himself onto one of the buildings as he jumps on building to building while shooting as the unknown being chases after him_

**Peter Parker:** COME ON! COME ON! MOVE PARKER MOVE!

_Peter return fire and manages to hit some of the unknown beings down, but as he continue running one of the unknown beings manages to hit him on the leg_

**Peter Parker:** AAAAAAGGGHH!

_Peter felt the pain from the shot as he fell from one of the buildings and landed onto a gas station. Peter struggles to get up but notices that more of the unknown beings are nearing him until he sees one of them as he was about to shot, but suddenly his repulsar gun ran out of power as it set itself to recharge_

**Peter Parker:** …ARE YOU KIDDING ME!?

**?: **Grrr

**Peter Parker:** Oh no

**?: **AAAAAAAAAGGGGKKK!

_The unknown being was about to fire until Peter used his web-shooters and web-pulls him down, then jumps onto him and starts punching him to the ground as he fired his webbing at him as he takes his weapon and grenade_

**Peter Parker:** Agh! Stay down! Alright let's see here

_Peter examines the weapon the unknown being is using as he finds something familiar about it_

**Peter Parker:** Stark Tech? This thing…its Stark Tech. How?

_Just then he hears more beings coming his way, but as Peter looks around he finds explosive materials which he can use and checks his web-shooters and found _

**Peter Parker:** Okay. My web-fluid is almost out, but it's enough. Oh man I'm so going to die from this

_Suddenly more of the beings appeared and entered the buildings as they find Peter and open fire at him while he heads for cover_

**Peter Parker:** GOD SAKES WHAT IS UP WITH YOU!?

**?: **GRRRROOOOOAAAARRR!

**?: **RRRRRROOOOOOAAAARRR!

**Peter Parker:** AH! YOU WANT ME!? WELL COME ON!

_With the beings now piled up inside the building, Peter set the grenade and threw it on the explosive materials as he uses his last batch of webbing to create a cocoon on him as the grenade became active and exploded. As the building exploded the web-cocoon was seen flying in the air and landed on the ground while it was set on fire. Peter broke through the burnt out webbing as he survived the explosion and sees what happened_

**Peter Parker:** Ah! Oh hell with my life! ARE WE FINISHED YET!? ARE THERE ANYMORE OF YOU UGLIES!?

**?: **ROAR!

**Peter Parker:** AH!

_A barely alive Being jumped onto Peter and tries to kill him _

**?: **GRRRROOOOOAAAARRR!

**Peter Parker:** GET OF ME!

**?: **RRRRRROOOOOO-(**BAM**)

**Peter Parker:** Huh!?

_Suddenly the Being was shot as his body turned to dust. As Peter looks up he encounters a stranger wearing cloth around the body while holding a gun_

**Peter Parker:** What…are…?

**?: **I'm sorry

**Peter Parker:** What? (**BASH**) Oof…

_Peter was knocked unconscious as the mysterious stranger starts carrying him and head towards the desert_

* * *

**AUTHOR'S NOTE: This is not what I had in mind for this, but it's as close as I can get to**

**I've also added a character for Jessica Drew. The character Kenan acts as something of an Uncle Ben figure for her, and I've introduce Ultimate version of Vin Gonzales who is secretly attracted to Jessica**

**The Mothervine bit, I've decided to erase the existence of Jimmy Hudson because of the fact that his role has been somewhat similar to Logan and I'll be replacing it with someone I had in mind for a while, which I haven't planned it yet but I know what character I want in this**

**And as for Peter, not the clone one, is in another dimension but the dream bit involving the 7 year old girl is something I've ****thought of doing **which you will have to wait. And a new character will join him, which the being's identity will be revealed in next chapter

**Please Review**


	4. Chapter 4

_Jessica Drew's Apartment_

_Few months later since her meeting in a now stylish looking apartment, the door rang as Jessica Drew opens the door and meet Vin Gonzales with his 8 year old sister Michele_

**Jessica Drew:** Hey there Vin

**Vin Gonzales:** Hey chica

**Michele Gonzales: **Hello Jessica

**Jessica Drew:** Hello little Michele

**Michele Gonzales: **I'm not little

**Jessica Drew:** If you say so, unless you're hankering for some chocolate

**Michele Gonzales: **Yay! Chocolate!

**Jessica Drew:** Heh, sit on the couch I'll get you some

**Michele Gonzales: **Okay

**Jessica Drew:** Heh

**Vin Gonzales:** Hey thanks for babysitting her chica. She enjoys hanging out with you

**Jessica Drew:** Don't worry about it. I like having her around

**Vin Gonzales:** Yeah

**Jessica Drew:** So how about you Vin? You want anything?

**Vin Gonzales:** Nah I'm good

**Jessica Drew:** So you got that "Righteous Rampage" game yet?

**Vin Gonzales:** Yeah. It's in my place if you wanna come over

**Jessica Drew:** Great

_Michele sits on the couch, but Jessica however notices a slightly upset Vin_

**Jessica Drew:** Is something on your mind Vin?

**Vin Gonzales:** …We need to talk

**Jessica Drew:** About what?

**Vin Gonzales:** …My dad's got a new job. Real good money, good house, good place and everything

**Jessica Drew:** Oh. Well that's great

**Vin Gonzales:** Yeah…it is

**Jessica Drew:** So what's the problem?

**Vin Gonzales:** …It's in San Francisco

**Jessica Drew:** …What?

**Vin Gonzales:** …We're leaving in a few weeks

**Jessica Drew:** …

**Vin Gonzales:** …

_Both Jessica and Vin looked at each other with an upset face knowing it will soon be the last time they'll ever see each other_

* * *

_Void Dimension: ?_

_Somewhere in the desert storm lays a familiar building as the sandstorm started to appear. Inside an unconscious Peter Parker is seen starting to wake up as sees the mysterious stranger wearing a ragged cloth, who appeared to be a brown-haired female with black horns and red eyes with white pupils and fangs, along with what appeared to be spider-legs as she is seen on the campfire while noticing Peter waking up_

**Peter Parker:** …Wha…What…?

**?: **…You're awake…good

**Peter Parker:** What? Oh…oh hell you! You're-

**Arachne:** Arachne…call me Arachne

**Peter Parker:** Huh?

**Arachne:** Sorry for knocking you out unconscious

**Peter Parker:** Yeah. That's what I was going to ask you about. Why?

**Arachne:** You were holding a gun. Would you do something stupid like attack me before accepting help from a stranger?

**Peter Parker:** …

**Arachne:** I thought so

**Peter Parker:** …This place…is this?

**Arachne:** Midtown High, or what's left of it

**Peter Parker:** But it looks…different…how? And you-

**Arachne:** A woman with some features of a spider with horn and red eyes somehow manages to help someone I don't even know

**Peter Parker:** …Are you reading my mind?

**Arachne:** Nope. You're just that easy to read

**Peter Parker:** …What's going on, and where am I?

**Arachne:** …This is the Void. The borders realm in-between were the astral plane and reality exists, and what you see here is a graveyard of reality that once existed but no-longer

**Peter Parker:** No-longer…What do you mean by that?

**Arachne:** …When a reality is destroyed it creates a crack in time and space, leaking from it are void particles that weakens the structural walls of reality until it collapses, and what you sit on is were the existence of this reality once was. A school that existed from another reality, until it is sucked in and to never exist again. Once in the Void their existence is erased from reality. The people that once existed here died, some erased, some in different time line and some reborn anew.

**Peter Parker:** And you? What exactly are you?

**Arachne:** …I use to be a human. Born with an elegant features, but then I was given a role. One that suits me which I will play soon enough, but my appearance became…this

**Peter Parker:** What do you mean by that?

**Arachne:** …I was told that I have a mission here…A mission that would mean my freedom…That's where I'm heading

**Peter Parker:** …

**Arachne:** Which reminds me, how did you end up here?

**Peter Parker:** Heh. I was swinging through a New York under water, met the Hulk on the way, then later fought demons that came out of a crystal ball, the Hulk smashes it, there was an explosion, and here I am. In a desert were I'm barely hungry

**Arachne:** …

**Peter Parker:** …Yeah I can join in

**Arachne:** …Good…

**Peter Parker:** …I'm Peter by the way

**Arachne:** Peter Parker…I know who you are?

**Peter Parker:** Wait! You do? How?

**Arachne:** …

**Peter Parker:** …Do…I know you?

**Arachne:** …I know "a" you…he died…a long time ago…

**Peter Parker:** …Oh…

**Arachne:** …Yeah…

**Peter Parker:** …Are you?

**Arachne:** …Close with him…? Yes…Yes I was…

**Peter Parker:** …Those things…What are they?

**Arachne:** They're called Symbiosis, or in their own reality they were once known as Spider-Soldiers

**Peter Parker:** Spider-Soldiers?

**Arachne:** In their universe they were once made from the blood of Spider-Man himself, until that same blood was added with the adding of the symbiotes DNA. However their appearance became…mutated…No souls, no humanity…nothing. Where I'm going is were they are

**Peter Parker:** Oh great. More clones to kill me. Just what I needed

**Arachne:** Believe me…He had the same problem aswell

**Peter Parker:** …

**Arachne:** Since you have nowhere to go from this point I figured you can help me. Maybe you find your way back

**Peter Parker:** …Do I have a choice?

**Arachne:** No, you don't

**Peter Parker:** Well…Least I got nothing to do

**Arachne:** …It's going to a while before the storm dies down. Get some rest while you at it

**Peter Parker:** …

**Arachne:** Don't worry…I won't bite if that's what's you're thinking

_With no choice Peter does what Arachne said and rest until they head of while thinking what has happened to his friends and family_

* * *

_Parker Residence: Peter's Room_

_With Gwen Stacy in his room, the Peter clone is seen in what he appears to be wearing a "Burger Frog" uniform as he prepares to go to work in his first day. Already disliking the idea of working at a fast food joint since he has no job at the Bugle and can't has his Aunt May for money he needs for his web-fluid or save enough money for his college tuition_

**Peter Parker (clone):** …This sucks

**Gwen Stacy:** Oh come on. It's not that bad

**Peter Parker (clone):** I'm working in a fast-food joint. That's like the worst dead-end job I can get

**Gwen Stacy:** Well you can't get your job back at the bugle

**Peter Parker (clone):** Yeah, but that was the kind of job I like

**Gwen Stacy:** And it's a job you can't get back

**Peter Parker (clone):** …

**Gwen Stacy:** Look Peter. It's not the kind of job you would get, but you got no alternative

**Peter Parker (clone):** Yeah I know, but still

**Gwen Stacy:** Cheer up Peter. I'm sure they'll be another job for you soon, so right now you're just gonna have to get use to this from now on

**Peter Parker (clone):** Awe man

**Gwen Stacy:** Hehe. Come here you

_Gwen then approached and kissed Peter to make him feel better_

**Gwen Stacy:** Feeling better?

**Peter Parker (clone):** …Maybe another and I just might say yes

**Gwen Stacy:** Heh. Well here it comes

_Peter and Gwen kissed again_

_5 minutes later_

_Parker Residence: Kitchen_

_Peter and Gwen came downstairs as his Aunt May is seen in the kitchen_

**Peter Parker (clone):** Morning Aunt May

**May Parker:** Morning Peter. Ready for your first day

**Gwen Stacy:** He's not excited about it Aunt May

**May Parker:** Well you need to make some earning of your own, and it was your idea to do this

**Peter Parker (clone):** Yeah, and A part of me is starting to regret doing this

**May Parker:** But I'm sure you'll do fine

**Gwen Stacy:** Cheer up Peter, and besides what could go wrong?

**Peter Parker (clone):** …

* * *

_SHIELD Triskelion: Facility 27_

_Entering the facility are Carol Danvers and Nick Fury as they approach a group of scientists examining the body of the deceased Janet Van Dyne as they research an unknown project left by the late Hank Pym, the Jocasta project_

**Nick Fury:** So this is the Jocasta project Pym was talking about?

**Carol Danvers:** Correct

**Nick Fury:** Damn. Pym got himself a weird taste when it comes to machines, but this is something else entirely. But what does it have to do with us holding Janet's body?

**Carol Danvers:** When Pym mentioned this before he died I originally thought he was under shock and depression from Janet's death, but as I got curious I decided to take a look at it for myself

**Nick Fury:** That's not like you to get curious all of a sudden

**Carol Danvers:** I'm even surprised that I got this curious myself. It's like something in my mind is pushing me to check this out, and surprisingly I'm glad I did

**Nick Fury:** So what is it?

**Carol Danvers:** A modern day cybernetic Frankenstein. The Jocasta project is a cybernetic augmentation project design to enhance the human condition through cybernetic implants and increasing their overall stamina and grant them full cybernetic powers such as interfacing with computers, AI and the most advance technology known to man, but the way I see this is that Hank Pym has created a technology that combines the use of technology and physiology. The technology to reanimate the dead into something more

_Fury appeared shocked by this as he looks at the deceased Janet. Now realizing what Carol and SHIELD intends to do with it_

**Nick Fury:** Son of a bitch

**Carol Danvers:** We've just got ourselves one of the most dangerous pieces of technology known to man. Using Stark's technology and Richard's designs we have ourselves a technology to create an army of deceased soldiers for war

**Nick Fury:** By turning them into mindless drones?

**Carol Danvers:** This could be our greatest in human science and technology

**Nick Fury:** But this is wrong

**Carol Danvers:** It's revolutionary Fury. I figured you of all people would understand

**Nick Fury:** But we don't play Gods Carol. This is beyond us

**Carol Danvers:** …

**Nick Fury:** I admit there are things I'm not proud of, but it did the job well so I stuck with it, but this!? We're about doing something that we can't begin to understand, and what you're suggesting is that we turn the deceased of all our troops that died into mindless killing machines!?

**Carol Danvers:** That's not what I'm suggesting Fury!

**Nick Fury:** Well it sounds like it is, and now you wanna experiment on Janet with this!?

**Carol Danvers:** …I figured we should honor Pym's last request, and Janet is one of the most valuable member of SHIELD

**Nick Fury:** Pym maybe smart but he's a bigger asshole then all of us would know, and what he's suggesting we turn Janet into this!?

**Carol Danvers:** She can still retain her humanity. We can still save her

**Nick Fury:** But that doesn't excuse the fact that we are playing with a dead corpse here, and Janet is one of the few people I greatly respected since I've known her and she deserves to be buried with dignity, not coming back into…this

**Carol Danvers:** You really think I didn't think this through!? I respected Janet too, but this is something that could be of use to us

**Nick Fury:** We don't play god

**Carol Danvers:** This could save Janet

**Nick Fury:** And then what!? Would they take notice of it!? And what are the chances they could use it on others like her!?

**Carol Danvers:** Well guess what Fury! I'm running SHIELD now and you are lucky that I kept you here, but if there's something we can take advantage of then why waste this opportunity?

**Nick Fury:** This is still wrong

**Carol Danvers:** It's my call to make and I know what I'm doing

**Nick Fury:** …

**Carol Danvers:** Don't worry Fury. I'll be careful that this doesn't leave this facility or this building

**Nick Fury:** You better, because I don't like the idea of using dead soldiers to fight our wars

**Carol Danvers:** Well look at you being all religious

**Nick Fury:** You don't believe in god Carol?

**Carol Danvers:** We have a god in this team wielding a large hammer that sparks lighting, but that doesn't mean I don't believe in god

**Nick Fury:** But when you die and meet the big guy himself?

**Carol Danvers:** …That's my call Fury. Let me worry about it

**Nick Fury:** Then they'll be a seat with your name on it downstairs with a dude holding a pitchfork waiting for you

**Carol Danvers:** Like I said. Let me worry about it

**Nick Fury:** …

_As the two oversee the Jocasta project time froze and Kang appeared again to oversee the project, as she looked upon the deceased body of Janet Van Dyne as the scientists are preparing to begin the process_

**Kang (Susan Storm):** … Janet Van Dyne…You've always had a complicated relationship, but you are still a valuable part of the team. A team I have a use for…Jocasta…

* * *

_Void Dimension_

_Somewhere in the desert, Peter and Arachne are seen walking through the desert as a brief sandstorm is coming as they are heading towards their destination. A large city with a tall skyscraper made of glass and steel on the centre of it_

**Peter Parker:** Is that it over there? That tall building?

**Arachne:** Yeah! It's going to be a long walk, but we'll make it

**Peter Parker:** Exactly what the hell is going on!? And who are we up against?

**Arachne:** A long time ago there was this crack on the sky and individual came through it wearing some sort of a large iron suit with spider-legs?

**Peter Parker:** Spider-Legs?

**Arachne:** That's right. He also wears some red suit with metal plating. It looked so much advance and the technology is amazing, but what surprised me is that it almost looked like…

**Peter Parker:** …Like what?

**Arachne:** …

**Peter Parker:** Arachne! What is it!?

**Arachne:** …It almost looked like…a Spider-Man outfit

_Peter was surprised by what he heard that this individual wears a Spider-Man outfit_

**Peter Parker:** Excuse me!?

**Arachne:** Yeah!

**Peter Parker:** A Spider-Man outfit!?

**Arachne:** A more advanced Spider-Man outfit!

**Peter Parker:** Is he…you know

**Arachne:** I don't know…He looked older

**Peter Parker:** But who is he?

**Arachne:** I don't know

**Peter Parker:** But is he…could he be?

**Arachne:** I don't know…but that's what we're going to find out, and maybe figure a way out

**Peter Parker:** …I hope so!

**Arachne:** …Me too!

_As they are about to enter the city a small spider-drone is seen spotting them_

_Alchemax Tower(?)_

_Inside the tall building with the name Alchemax on it is an unknown individual standing in a room with a large screen while he performed his experiments in his lab until he hears a signal. The individual looks on screen and smiles as he sees Peter and Arachne coming_

**?: **Finally. They are here and heading this way. Good

_The individual then prepares himself for their arrival as he approaches another individual, who is being restrained and degenerated while being attached to a bunch of tubes and machines. Revealing to be none other than an old nemesis of Spider-Man, Doctor Octopus_

**?: **Looks like they have arrived and just in time Octavius

**Doctor Octopus (?):** …

**?: **Now that they are here I can proceed to my next phase of my plan. The gateway is almost complete, the device of yours is almost done and my machine is ready to go. All I need now is them, starting with their blood

**Doctor Octopus (?):** Let…Me…Die…

**?: **Hehehe…Now why would I do that? I still have some use for you

**Doctor Octopus (?):** You've got…what you've wanted…They…are coming…your machine…is done…Please…Let me die…

**?: **Not yet my old friend. Not yet

**Doctor Octopus (?):** Please…Peter…Please…

_The mysterious individual talking to Doctor Octopus later revealed to be Peter Parker from the year 2099_

**Peter Parker (2099): **Let's get something straight Otto. Since the moment I laid eyes on you I wanted to end your life from that very spot, and the only reason you're still breathing in that contraption is that I still need that mind of yours. Namely that neutron enhancer chip inside that skull of yours, and now that it's done I can proceed to my next phase. Only then will I allow you to die

**Doctor Octopus (?):** You…believe…you can…succeed!? Despite…knowing…it will…not be…what you…wanted?

**Peter Parker (2099): **If it involves me getting out of this place then yes, and besides I can always start over again

**Doctor Octopus (?):** What…happened…to you…The Peter Parker…the Spider-Man…I knew…wouldn't…do this!?

**Peter Parker (2099): **Because I now know what I did wrong, and you including the many others like you I have to thank for

**Doctor Octopus (?):** But…to kill…so many

**Peter Parker (2099): **A sacrifice worth paying for my freedom. You of all people should know that

**Doctor Octopus (?):** No

**Peter Parker (2099): **Now wait here while I start up something

_The 2099 Peter Parker then approached a couple of tanks containing a large number of mutated Spider-Soldiers. He then activated his neutron enhancer chip and releases them, now appeared to be under his control he then gave one of them a syringe-like device with small tubes_

**Peter Parker (2099): **Alright all of you. There are two target entering the city and are heading this way. Once you have them on your sites you will deliver to me their blood and I do not care how you get them but bring their blood to me at any cost. You now have your orders, now go!

_The mutated Spider-Soldiers head of in search of Peter and Arachne with 2099 Peter looking upon them as Doctor Octopus tried to talk some sense into him_

**Peter Parker (2099): **Soon. Very soon I will be free of this place…Soon…Very soon

* * *

**AUTHOR'S NOTE: This is pretty much were I'm going with this. In this part of the story the 2099 Peter Parker will become the villain as he build his symbiote army to go after Ultimate Peter. The reason will be explained later in the story. Which 2099 Peter Parker is this? well that will be explained later. The Spider-Soldiers are actually from the "Ultimate Spider-Man" cartoons were Iron Patriot made a debut**

**Another note is something that was mentioned in issue 3 of Ultimatum, "the Jocasta project". While it was mentioned it was never fully explained what it is, so I decided to use it in an attempt to bring back Ultimate Wasp as the new Jocasta. She'll be like a female Cyborg in this story**

**Next is what the Void is and I decided to use a Doctor Who element. A place were realities are destroyed and sent to the void to be dissolved and redistributed into other realities. I'll expand on that further, but if it involves Ultimate Kang messing up time then you know how**

**Please Review**


	5. Chapter 5

_Outside Jessica Drew's Apartment_

_Few weeks later, Jessica is seen outside her apartment as she prepares to say goodbye to the Gonzales, starting with young Michele Gonzales as she started crying while hugging Jessica_

**Jessica Drew:** There, there. Don't cry alright

**Michele Gonzales:** But…I'll go far away and won't see you again

**Jessica Drew:** I know sweetheart but this is for your dad okay

**Michele Gonzales:** But I'll miss you

**Jessica Drew:** Oh sweetheart I'll miss you too

**David Gonzales:** Okay baby. It's time we say goodbye

_Jessica and Michele kept hugging for a little while until Vin's dad, David Gonzales, picks her up to the car. He then approached Jessica_

**David Gonzales:** …Jessica…

**Jessica Drew:** Mr Gonzales

**David Gonzales:** …Since the first time I've wondered what kind of person you are since the first time you moved in

**Jessica Drew:** …

**David Gonzales:** You've kept your distance from everybody else weather or not you want to interact with people here, and then you went out to places I don't even know where. To be honest I sometimes thought you were a drug-dealer due to the fact you keep locking yourself up in your apartment

**Jessica Drew:** Heh. Yeah I wasn't sure I was adjusting

**David Gonzales:** …But then you opened up to us and what I see is an extraordinary young woman making a life on her own. You became part of our lives and in some ways part of our family

**Jessica Drew:** …

**David Gonzales:** …You remind me of the first time I came to this country with my wife. We came to this country illegally, we started out poor with nothing left to spare, but worst of all my wife passing away without getting to see how my son has grown into the man he has become and how beautiful my little girl has grown. I almost gave up hope but the only thing that kept us going is the fact that we have children, and most of all meeting you once reminded me about her. How strong my wife was when she kept smiling and how she never let anything bring her down. And the more I look at you the more I kept thinking about her

**Jessica Drew:** …Mr Gonzales

**David Gonzales:** …You brought joy into my family. You became a good friend to Vincent, you became a wonderful sister to Michele, and most importantly…you became an extraordinary daughter to me

**Jessica Drew:** …

**David Gonzales:** …I will miss you Jessica…

**Jessica Drew:** …I'll miss you too…

_David and Jessica both hugged and slowly started to shed a tear in their eye. As they release each other and wipe away their tear, Jessica then turned to Vin who she will miss the most_

**Jessica Drew:** …

**Vin Gonzales:** …Chica…I…

**Jessica Drew:** …

**Vin Gonzales:** …I don't even know any other awesome "Righteous Rampage" player in San Francisco, and I don know if I ever get to meet someone as kick-ass as you…But the thing is chica…You're awesome. I mean really awesome…I…I jus never met a girl like you before who's literally that awesome before, but I've also never met someone who's just been that great…The thing is…I…I…Chica I-

_Suddenly Jessica hugs Vin, which has surprised him_

**Jessica Drew:** I'll miss you the most Vin

Vin then hugs Jessica back wile displaying a sad face

**David Gonzales:** …I'll miss you more Jessica…You're like the most awesomest girl I've ever known and I don't even know if I'll ever get to meet someone like you

**Jessica Drew:** …

**David Gonzales:** …Goodbye chica

**Jessica Drew:** …Goodbye…Vin

**Vin Gonzales:** …

_As they said their goodbyes, Jessica watched the Gonzales family enter their car and drove off to their new life in San Francisco. With Jessica waving with Michele in the back of the car waving back. As they're gone, Kenan then approached Jessica and placed his hand on her shoulder as he said something to her_

**Kenan:** …You gonna be alright?

**Jessica Drew:** …Yeah…I'll be fine

**Kenan:** …They liked you

**Jessica Drew:** …Yeah

**Kenan:** …He liked you

**Jessica Drew:** …

**Kenan:** …You knew about this and you said nothing?

**Jessica Drew:** …It's complicated

**Kenan:** …How is romance complicated? Vin likes you and I know you like him. So why not say anything?

**Jessica Drew:** Kenan…Kenan I-

**Kenan:** You need to open up to the person that cares about you, because if you don't then it will be too late and you'll be left alone, and being alone is the worst feeling to have

**Jessica Drew:** …I just don't know

**Kenan:** …You do know…You just don't want to admit it…

**Jessica Drew:** …

**Kenan:** …I don't want you to be alone Jessica. You're a good girl and you deserve to be happy, so don't let anything stop you

**Jessica Drew:** …Thanks Kenan

_Kenan then gave her a hug as he notices more tears from Jessica as she hugged back_

_Jessica Drew's Apartment_

_Coming back inside Jessica then went to her kitchen and turned the kettle on as she took out from the cupboard a cup noodles. After she made the cup noodles Jessica is seen sitting in the couch watching TV and eating it but then slowly she started to cry _

**Jessica Drew:** …I liked you Vin…I've always liked you and I wanna be with you, but I can't have you…I can't…I just can't…I…I…

_She put down her cup noodle and cried more heavily as she admit to herself that she really does like Vin, but knows she cannot have a relationship with him out of fear of what he would think of her if he found out that not only she was born in a laboratory by a mad scientist but is a clone of Spider-Man. Afraid and unsure of herself that she will ever have a future with him or anybody else Jessica just kept on crying, but moments later a breaking news was broadcast on TV of a bank robbery with hostages. Jessica stopped crying and wiped away her tears after what she heard on the news, and with nothing to do now she decided to change into her Spider-Woman costume. Before she left Jessica looked at herself in the mirror as she put on her mask_

**Spider-Woman:** …I'm a thing. That's what I'll always be. Not sure if I'll ever be happy or will I have a future, but I do know this. I can still make a difference. This is my real face and it's the only life I know. I'll never be happy, but I'll still play my part. I'm Spider-Woman, and perhaps that's how it should be…that's how…it'll always be…

_Spider-Woman opens the window and swings out of her apartment to where the bank robbery is taking place_

* * *

_Void Dimension: Inside the City_

_Spider-Man and Arachne are walking into the city which appeared to be covered in more sand_

**Peter Parker:** …

**Arachne:** …

**Peter Parker:** There's

**Arachne:** I know, there's too much sand

**Peter Parker:** …So

**Arachne:** I don't know what we'll find if that's what you're asking

**Peter Parker:** …Are you

**Arachne:** I'm over a hundred years old and I age slower

**Peter Parker:** …

**Arachne:** He ages slower too

**Peter Parker:** …Who the hell are you…What are you really? It's like I know you somehow, but I've never met you before

**Arachne:** …I just know…

**Peter Parker:** …Just tell me…Anything…

**Arachne:** …

_As they two are walking, Peter suddenly sees an individual he seems to recognize. The blonde hair little girl from his dream as she looked at him_

**Peter Parker:** …Hey. Hey!

**Arachne:** What is it Peter

_Peter turns to Arachne_

**Peter Parker:** Did you see!?

**Arachne:** …See what?

_Peter then looked back and sees the little girl disappeared _

**Peter Parker:** I…I thought…

**Arachne:** What did you see?

**Peter Parker:** …There was a little girl

**Arachne:** What?

**Peter Parker:** There was a little girl. I…I saw a little girl

**Arachne:** That's…impossible. There's not even a single person here beside us

**Peter Parker:** I saw her she was right there

**Arachne:** There's nothing there

**Peter Parker:** …

**Arachne:** …Are you okay?

**Peter Parker:** …I better take a look

**Arachne:** What?

**Peter Parker:** Just bare with me

**Arachne:** Peter!

**Peter Parker:** Just hang on!

**Arachne:** But

_Peter then head to the spot where he sees the little girl from her dream, with Arachne following. As he kept running he then stops to see an open space road heading straight towards their destination_

**Peter Parker:** …

**Arachne:** …Well you look at that

**Peter Parker:** What?

**Arachne:** This path. We might be able to go straight if we're lucky

**Peter Parker:** …

_Arachne then turned to Peter as she placed her hand on her shoulder as she seems worried about him_

**Arachne:** Peter

**Peter Parker:** Yeah?

**Arachne:** …Are you okay?

**Peter Parker:** …I…I thought I saw…

**Arachne:** …You maybe tired Peter. If you want we can rest abit

**Peter Parker:** …No…No I'm fine

**Arachne:** Are you sure?

**Peter Parker:** Yeah…Yeah don't worry about it. Let's just keep moving and get this over with. I just wanna get out of here

**Arachne:** …

**Peter Parker:** I'm fine Arachne…Really…I can handle it

**Arachne:** …Alright

_Peter then walks ahead with Arachne following, but suddenly a Spider-Solder jumped out of the ground and slashed him with a blade. Causing him amount of pain as Peter fell on the ground with Arachne watching in shock_

**Peter Parker:** AAAAAAAAGGGGGHHH!

**Arachne:** PETER! (_**BASH**_) Oof!

_Suddenly more Spider-Soldiers appeared and attack Arachne as they launched their tentacle attacks and pin her down as the restrained her._

**Peter Parker:** Ugh! Arachne!?

**Arachne:** Peter…I-I can't-

**Peter Parker:** Hang on! I'll (_**WHAM**_) AGH!

_One of the Spider-Soldiers that slashed Peter jumped on him as he took out a device and installs a tube then proceeds his order as he took out his blood_

**Arachne:** Huh!?

**Peter Parker:** What the!?

_The Spider-Soldier took out the tube containing Peter's blood and handed it to another Spider-Soldier. Taking the blood back to his master as the one with the device installs another tube and approached Arachne as he takes her blood also_

**Arachne:** Hey what gives!?

**Peter Parker:** They're taking our blood? Why?

_The Spider-Soldier then handed the tube to another one as he head back. Leaving them distracted, Peter web-pulls a large piece of debris and whacked him hard as he took his weapon and shoot him. Peter then proceeds and shoots more of the Spider-Soldiers that have restrained Arachne_

**Peter Parker:** ARACHNE!

**Arachne:** GOT IT!

_As she broke free, Arachne then unleashed her stingers and slashes at them. Taking out more of the Spider-Soldiers with Peter firing at them, Arachne notices another one taking aim at Peter_

**Arachne:** LOOK OUT!

**Peter Parker:** What!?

_With the shot fired, Arachne fired her webbing and web-pull Peter, Evading the hit as they head for cover as more Spider-Soldiers are coming_

**Peter Parker:** HOLY CRAP! WHAT THE HELL!

**Arachne:** IT'S AN AMBUSH! JUST STAY DOWN!

**Peter Parker:** DAMMIT! WHAT DO WE DO!?

**Arachne:** I DON'T KNOW!

**Peter Parker:** GOD DAMMIT!

_More Spider-Soldiers then started to advance as they begun, leaving Peter and Arachne with no choice _

**Peter Parker:** WE NEED TO FIGHT BACK!

**Arachne:** WHAT!?

**Peter Parker:** IF WE DON'T DO SOMETHING MORE WILL COME AFTER US IN LARGE NUMBERS! EITHER WE TAKE THEM HEAD-ON OR WE GET SHOT IN THE BACK!

**Arachne:** …OKAY!

_Peter sees a weapon on the ground and web-pulls it to him and handed to Arachne_

**Peter Parker:** THIS IS GONNA SUCK BAD!

**Arachne:** YEAH! BUT WE'RE STILL DOING IT!

**Peter Parker:** I KNOW!

**Arachne:** READY!?

**Peter Parker:** ALWAYS!

**Arachne:** LET'S DO THIS!

_Peter and Arachne got out of cover and opened fire as they manage to take down some of the Spider-Soldiers, but that has allowed them to plan as the jump onto the walks and open fire_

**Peter Parker:** THEY'RE ON THE WALL!

**Arachne:** YOU COVER ME! I'M GOING IN!

**Peter Parker:** OKAY!

_Arachne then made her move as she jumped onto the wall and start shooting with Peter covering her. Arachne then used one of the buildings for cover while she opens fire as she sees on Spider-Soldier in the open and web-pulls towards her as she finishes him off with her stingers. Peter then spots more Spider-Soldiers coming their way on the wall as he took most of them down but one as he manages to hit Arachne before being shot on_

**Peter Parker:** ARACHNE!

**Arachne:** I'M OKAY!

**Peter Parker: **HOLD ON I'M COMING UP!

**Arachne:** WHAT!?

**Peter Parker:** I'M COMING UP! WE CAN COVER MORE GROUND!

_Peter then jumps on the wall and fired his webbing at the Spider-Soldier's faces as he uses the opportunity and took them down with the number starting to dwindle down_

**Peter Parker:** WE ALMOST GOT THEM!

**Arachne:** THEN LET'S PUSH IT THROUGH!

_Peter and Arachne jumped and web-zip around the surrounding area and manages to take down all of the Spider-Soldiers while evading their tentacle attacks. After their gun-fight, Peter and Arachne both landed on the ground reflecting what happened_

**Peter Parker:** Agh! My chest!

**Arachne:** Are you okay!?

**Peter Parker:** I've been worse before. Gonna take some time to heal for a while

_They say the bodies of the dead Spider-Soldiers disintegrated into dust_

**Peter Parker:** Holy crap. They-

**Arachne:** Their bodies disintegrated into nothing. Almost like the never even exist

**Peter Parker:** What the hell's going on?

**Arachne:** That's what I wanna know

**Peter Parker:** These guns won't recharge that fast, I'm almost out of web-fluid, this place looks like it's falling apart and I don't even know how many those things we'll face ahead

**Arachne:** They took our blood

**Peter Parker:** Yeah, but what for?

**Arachne:** Well that's what we're gonna find out. Once we've reached that tower

**Peter Parker:** And that's what I don't like to guess what happens

**Arachne:** …I know…

* * *

_Alchemax Tower (?)_

_Back in the tall building the two Spider-Soldiers return with each of them carrying a tube containing blood as they handed them to 2099 Peter_

**Peter Parker (2099): **Finally

_2099 Peter then proceed to a machine known as the "Artificial Womb" chamber with as he installs the two tubes containing Peter and Arachne's blood, but 2099 Peter then approached a cooler and took out another tube containing an unknown formula with the label on it, Oz. 2099 Peter installed the new Oz formula into the slot and start up the machine as it takes in the three blood samples and the Oz formula. This caused the Artificial Womb chamber to create a new being inside as 2099 Peter then sends in nanites to rearrange the genetic codes on his computer to perfect his new creation_

**Peter Parker (2099): **Now it begins. Once it's complete then I will begin the next phase

**Doctor Octopus (?):** You…truly…have…changed…Parker!

_2099 Peter then turns to Octavius_

**Peter Parker (2099): **I thought I told you to stay quiet Octavuis! I'm working here!

**Doctor Octopus (?):** This…is not…the way

**Peter Parker (2099): **Be silent you old prune! I know what to do!

**Doctor Octopus (?):** What…will…your folks…think of you now!?

**Peter Parker (2099): **…

**Doctor Octopus (?):** Do…you think…of yourself…a God!? This…is too far…There are limits…science can go…but what…you're doing…is beyond…your control…The Peter Parker…I knew…would understand…

**Peter Parker (2099): **…You don't know me Octavius…the man you know is dead because I held back. Because of people like you I can't even remember what it feels like to be a hero, but at this point I'm willing to do what it takes to get what I want

**Doctor Octopus (?):** You sound…just like me…before I stopped using those arms…

**Peter Parker (2099): **Well you were my mentor once. I guess I just like to prove to you that I'm better

**Doctor Octopus (?):** …

**Peter Parker (2099): **I will be free, and there is nothing you can do to stop me. I'm sorry old friend but this is how it is. I have no other choice…I'm sorry

**Doctor Octopus (?):** Then you…truly…have died…

**Peter Parker (2099): **…but I will be reborn more powerful then ever

**Doctor Octopus (?):** This won't…bring them back…You must…accept it…as I have…

**Peter Parker (2099): **Just stop this Otto! Nothing you say will change my mind!

**Doctor Octopus (?):** But when…they get here…what then!?

**Peter Parker (2099): **…Hehehehe…I'm glad you ask. I want them to come here

**Doctor Octopus (?):** …What?

**Peter Parker (2099): **The gateway won't send me to my destination without a map signature, and among them has that what I need. You know what I'm talking about Otto?

**Doctor Octopus (?):** …The Void Particles

**Peter Parker (2099): **Correct. My counter-part from another dimension, he is the key to and once I have it my freedom. Although the end for him won't be…lightly…

**Doctor Octopus (?):** …You're…going…to kill him?

**Peter Parker (2099): **…Because my body is old and decaying I need a new one that will inherited my counter-part's features and memories while maintaining my own, and my Artificial Womb chamber will create for me a body more stronger and powerful then ever, although it won't have a mind of its own which won't be a problem. I've used your Neutron Enhancer chip on it, so the mind transfer will be done soon and easily. All I have to do is wait and he's mine

**Doctor Octopus (?):** This…won't…justify…anything

**Peter Parker (2099): **…Yes it is

**Doctor Octopus (?):** …

**Peter Parker (2099): **Come to me my young counter-part…Come on!

* * *

**AUTHOR'S NOTE: 2099 Peter has taken the blood of both Peter and Arachne in an attempt to clone a new body with both of their power sets, but infusing it with a new batch of Oz formula. More on that later but I'm doing more action scenes here, which still needs work**

**Please Review**


	6. Chapter 6

**REVIEW'S RESPONSE:**

**Guest: I'm working on it and this is perhaps the closest thing I can get to add Jessica Drew's side of the story**

**Spider-Mam: I know it could have been better, but no one seems to be giving me any suggestions even though I asked for it. It's too late now since I've already thought of three parts of the story. This with Peter's return from the Void would mark the end of the first part of the story before I get to move to my second part of the story**

* * *

_Somewhere in New York_

_After a fight against the mother-daughter duo, the Bombshells, Spider-Woman is seen swinging away from the Human Torch as he attempts to interact with her until he backs off. Spider-Woman then landed on the wall and unmask while feeling slightly upset until suddenly_

**Johnny Storm:** I knew you were cute under there

**Jessica Drew:** Oh no

_Johnny Storm reappeared again and got closer to her while Jessica attempts to push him away_

**Johnny Storm:** So, hi, I'm Johnny

**Jessica Drew:** STOP IT! GO AWAY!

**Johnny Storm:** Like I'm going to tell anyone who you are

**Jessica Drew:** This isn't fair

**Johnny Storm:** I'm Johnny Storm…Human Torch…you are…?

**Jessica Drew:** You did something to your hair

**Johnny Storm:** It's nice right? I'm Johnny…

**Jessica Drew:** I know who you are

**Johnny Storm:** I know you do. Why don't you want to be friends with me? You have so many friends?

**Jessica Drew:** Ugh! You're too much

**Johnny Storm:** Hi, I'm Johnny

**Jessica Drew:** I'm…okay fine…I'm Jessica. And that's all you're going to get

**Johnny Storm:** Jessica. Would you like to go to the movies with me?

**Jessica Drew:** Are you…you're asking me out?

**Johnny Storm:** I'm pretty sure I'm ready to ask you to marry me. But I think even a movie is pushing my luck

**Jessica Drew:** Oh my god

_Jessica could not believe that not only Johnny asked her out but didn't realize that her face bares resemblance to Peter _

**Jessica Drew:** Listen Johnny. I'm flattered, but I-

_Suddenly Johnny got close enough to her face and kissed her, taking Jessica by shock and surprise. But what shocked her more is that it's her first kiss_

**Jessica Drew:** …

**Johnny Storm:** …Wow…never expected you to be a good kisser

**Jessica Drew:** …Did...Did you just…?

**Johnny Storm:** I figured since this is the beginning of our new relationship, I thought we might take this a step further

**Jessica Drew:** I gotta go!

**Johnny Storm:** Hey wait!

_A shocked Jessica put on her mask and swings off, leaving Johnny more interested in her then ever before_

**Johnny Storm:** …She's the one…and I'm in love…I am so loving this life

_While swinging from building to building, Spider-Woman is still in shock that Johnny kissed her as she screams_

**Spider-Woman:** AAAAAAAAARRRRRRGGGGGHHHH! AAAAAAAAARRRRRRGGGGGHHHH! AAAAAAAAARRRRRRGGGGGHHHH! AAAAAAAAARRRRRRGGGGGHHHH!

_She then landed on top of one building, still screaming_

**Spider-Woman:** AAAAAAAAARRRRRRGGGGGHHHH! OH MY GOD! OH MY GOD! OH MY GOD WHAT THE HELL! I can't believe it! I can't believe it happened! I need to find something! Anything to take my mind of…that!

_Suddenly Spider-Woman sees a bank being robbed and coming out with a bag of money is the Ringer_

**Spider-Woman:** Oh finally. Something to punch with

_Spider-Woman swings down to stop the robbery as Ringer fires his rings around the area as he knocks down a cop_

**Ringer:** HAHAHAHAHA! RUN YOU LITTLE PIGS! GO FUCK YOURSELF SOME EGGS! Finally! I'M FINALLY GETTING MY (**_Twip_**) AGH! WHAT GIVES!?

**Spider-Woman:** THIS!

_Spider-Woman appeared swinging and gave Ringer a kick to the face. Causing him to go mid-air and landed on the ground as he drops the bag of money he was carrying, but as he got up and ripped the webs out of his face he sees Spider-Woman standing_

**Ringer:** What the!?

**Spider-Woman:** Hey there Anthony! And I see you got a new costume, very blingy!

**Ringer:** Who the fuck!? Who the fuck are you!?

**Spider-Woman:** Language Anthony, kids are here!

**Ringer:** FUCK YOU BITCH!

_Ringer fired his rings out of his arms rapidly as Spider-Woman tries to evade all of his hits_

**Spider-Woman:** (Well this is unexpected. He can fire his rings more rapidly now, better find cover and think of something)

**Ringer:** Seriously who the fuck are you anyway!? Some kind of Spider-Man's wannabe bimbo with boobs!?

**Spider-Woman:** Huh!?

**Ringer:** What gives!? Is that web-freak here!? Because I'm not be down by some Spider-Bitch in a leotard!

**Spider-Woman:** Okay, it's time you need to learn some manners!

_Spider-Woman then makes her moves. While evading all of his ring attacks she manages to see an opening and fires her webbing at Ringer's legs and arms_

**Ringer:** Hey, what the!?

**Spider-Woman:** This ends now!

_Spider-Woman then moved in for the strike and delivered a strong blow on his face and knocks him down on the ground as she webs him on a pole_

**Ringer:** Ow!

**Spider-Woman:** Face it Ring-boy, you just got owned by a girl

**Ringer:** Name's Ringer you bitch, so you better so me some (**_Twip_**) Hmmm…

**Spider-Woman:** What's that? I can't here you

**Ringer:** Hmm! Hmmmm!

**Spider-Woman:** I thought so. So long Ring-Boy

_Spider-Woman swings off feeling a little better about herself, but she still cannot bring herself to forget the kiss_

**Spider-Woman:** (Okay, this is not helping. I need more bad guys to beat if I wanna feel better. Man I can't believe Johnny did that! I mean he kissed me! He just kissed me like that and he didn't even recognize my face!? How did he not recognize it? Heck even Kitty didn't recognize my face)

_While still in her thoughts, Spider-Woman landed on a nearby building with reflective mirrors as she unmasked herself. Looking at herself and wonders if there's any difference between her and Peter. As she looked at herself closely at her reflection and notice some changes, realizing she's appearing more feminine then before_

**Jessica Drew:** ….This…is…so…going to haunt me. Am I really that…unrecognizable? Have I really changed this much? It's been months since I've been on my own, trying to make a life for myself, and while it did creep me out I have gotten used to this, being Jessica Drew, and that kiss felt…weird…but not in a bad way but still weird. If there's one thing I never gotten use to just yet is the fact that I might one day be in a relationship with someone that will just sees me as…me. I have his memories and I know how he feels about them, so does that make me like girls even though I am one? Or do I like boys even though I have the memories of one? Should I talk to Peter about this…Who am I kidding he would freak out with the thought of Johnny making out with his own clone. Heck he doesn't even know he just kissed a female him…Especially…Vin…I'm afraid of him finding out what I am, and he's the first person…I actually liked…What do I even do? What do I do about it? I don't even know if I even want to be in a relationship, heck I'm afraid if anybody found out what I am…If they know what I am then they'll reject me. They'll see me as just some thing born in a test tube with no future…

_While still in doubt, Jessica put back her mask and swings off. Still unsure of her future yet and still wonders if she were to talk to Peter_

**Spider-Woman:** What will I say to him? How would I say this to Peter? I don't know if I would discuss this with him yet, but one thing for sure…is that I know he'll be fine. Just hope he knows what he's doing

* * *

_?_

_Opening his eye-lids, Peter once again found him in his 7 year old body as he gets up. But as he looks around he sees the sky red with the ground appearing black and covered in ash_

**Peter Parker (7 years old):** What? What's going on!? What is this!?

_As he looks around, Peter then saw the little girl suddenly appear in front of him. Still appearing as she is the last time he saw her_

**Peter Parker (7 years old):** You

**?: **Hey Peter

**Peter Parker (7 years old):** How did you know my name?

**?: **Hehe. You're silly and cute

**Peter Parker (7 years old):** What?

**?: **Heh. Come and catch me!

**Peter Parker (7 years old):** Hey wait!

_Peter then run after the little girl through the ash covered field as he passes what appeared to be a tree in flames and a pond of blood as he sees a small building in front of him_

**Peter Parker (7 years old):** That building. It can't be

**?: **We're near the finish line! Catch up Peter!

**Peter Parker (7 years old):** Did…Did you? How did you know my name!?

**?: **Come on slow poke! Catch me!

**Peter Parker (7 years old):** Hey wait!

_Peter continues to run after the little girl as she heads towards the small building, which as he got close he suddenly starts to recognize it_

**Peter Parker (7 years old):** …My Elementary school. That's…my elementary school

**?: **I'm winning! I'm near the finish line!

_As they both ran towards it, the little girl made it to the building with Peter coming after_

**?: **Yay! I did! I win!

**Peter Parker (7 years old):** Wha-What?

**?: **I beat you Peter Parker!

**Peter Parker (7 years old):** …Who are you…Really?

**?: **What's wrong Peter? You not happy that you got beat by a girl?

**Peter Parker (7 years old):** …Do I…know you?

**?: **As the winner I have my prize. A kiss from my boyfriend

**Peter Parker (7 years old):** Huh?

_Suddenly the little girl approached Peter and kissed him, which has caught Peter by surprised, but then his mouth started to taste weird from the kiss until he was shocked to see the little girl's eye suddenly shed blood. Peter pushes her away to find his own mouth filled with the girl's blood_

**Peter Parker (7 years old):** OH MY GOD!

_Peter spits the blood out of his mouth, but was horrified to find the girl bleeding from her eyes, nose and mouth_

**Peter Parker (7 years old):** Oh my god!? Oh god what is this!?

**?: **What's wrong Peter, don't you like me?

**Peter Parker (7 years old):** What are you? What the hell are you!?

**?: **…Do you not remember me?

**Peter Parker (7 years old):** Huh!?

**?: **I remember you Peter. You were the first boy that ever became my friend. My first real friend

**Peter Parker (7 years old):** Your…friend?

**?: **You helped me find Mr. Winkles when it was rainy and muddy

_Hearing this, Peter suddenly has a flashback when he was 6 years old and remembers a rainy day as he helped a little girl searched for his stuff toy as the weather turned cold and appeared muddy until he found it and gave it back to the little girl as she kissed him in gratitude. It was that moment Peter now knows the name of this little girl, and it shocked him to know as he remembers a portion of who she is_

**Peter Parker (7 years old):** …No…No it can't be…

**?: **…You remember me now?

**Peter Parker (7 years old):** There's…no way…There's no way!

**?:** I was your first love

**Peter Parker (7 years old):** …Katherine…Renner…Kit…Kit is that you!?

_The sky then started to rain, but was raining blood which has horrified him, and as he turns to the little girl name Kit Renner. Peter became more horrified as her skin started to rot as it peels off revealing the flesh underneath it along with her bones_

**Peter Parker (7 years old):** Oh my god!?

**Kit Renner: **You were my first friend

**Peter Parker (7 years old):** Kit!

**Kit Renner: **Why didn't you save me?

**Peter Parker (7 years old):** KIT NO!

* * *

_Void Dimension: Inside the City_

**Peter Parker:** Kit!

_Peter got up in his own body, realizing once again it was a dream, as he feels exhausted which Arachne notices as she's seen near him as she approaches_

**Peter Parker:** …

**Arachne:** Peter!

_Arachne placed her hand on Peter's shoulder_

**Peter Parker:** Huh? Arachne?

**Arachne:** …Are you okay?

**Peter Parker:** …Yeah…Yeah I'm fine

**Arachne:** You don't look so good

**Peter Parker:** I said I'm fine! Don't worry…I just need some breather…

**Arachne:** …Okay…Just so you wanna know we'll be leaving soon

**Peter Parker:** Okay

**Arachne:** …Good…

_Peter got up as he gets ready as he sees the sandstorm dying down_

**Peter Parker:** Sandstorm still going on

**Arachne:** Well lucky for us it appears to be dying down. So we'll be out soon

**Peter Parker:** Alright

**Arachne:** …

**Peter Parker:** …What?

**Arachne:** …Who's Kit?

**Peter Parker:** What?

**Arachne:** You kept on saying Kit on your sleep, who is she?

**Peter Parker:** …I…I don't know

**Arachne:** You don't know?

**Peter Parker:** …There's…a person…One I don't even remember

**Arachne:** …Someone you know?

**Peter Parker:** …I think…I don't know

**Arachne:** …

**Peter Parker:** …Why am I not hungry?

**Arachne:** …What?

**Peter Parker:** I don't know how long it has been since I got here, but I can't remember the last time I ate

**Arachne:** This place is death and death don't get hungry, unless you're a brain dead zombie with no brain

**Peter Parker:** …Were you trying to make a joke?

**Arachne:** …Maybe…

**Peter Parker:** …Needs work

**Arachne:** …I know…

**Peter Parker:** …What was he like?

**Arachne:** What?

**Peter Parker:** The Peter Parker from your reality…What was he like?

**Arachne:** …

_Peter then notice Arachne's face looking down as she remembers what his Peter Parker was like_

**Peter Parker:** …What's wrong?

**Arachne:** …He was…a complicated, but at the same time…brave…selfless…and honest

**Peter Parker:** …

**Arachne:** …He never ask for anything…he always stayed quiet…and in his own way he was heroic…even though he still makes the jokes…He faced trials most people wouldn't take, and even if he succeed or failed he always learns from it…Out of all the heroes that have existed…he was the greatest among them…Always cared for other people, doesn't matter who or what they are he just went in and help whatever he can. He was an idiot, but a heroic idiot who was loved by all. He just wants to do the right thing, even if the consequences are harsh, he didn't care because that's how he is. I can't even remember how many times he cheated death, but he made it out. And it was after he retired and started to settle down, got married to a woman none ever thought it would happened, and had a son along the way. In the end he grew up enough to know the difference between right and wrong and what it really means to be a hero. Never be selfish, never be spoiled, never be careless, always be honest, put others before yourself, always earn your right, and you will become the greatest hero that has ever lived and your name will live on in history

**Peter Parker:** …

**Arachne:** …I was glad that I knew him

**Peter Parker:** …What about you? What was your relationship with him like?

**Arachne:** …He and I…We were close...really close…Well he was close to me more as I close to him…I was the one person he has ever trusted…I was his family

**Peter Parker:** Really?

**Arachne:** Really…and that made it worse for me because as he got older I remain the same…I watched him passed away as I age slowly…I wasn't even there to bury him, but I know he won't blame me…Despite me turning into this…what I've become…he had always showed me kindness, he had always took care of me, and had always treated me like a real person…I loved him for that…He was my best friend…After all these years he had always been my best friend…and I was lucky to know a man like him…

**Peter Parker:** … He sounds awesome…

**Arachne:** …He is…and I was sometimes jealous of the woman that was with him…but a part of me wanted to die a long time ago if I knew I could have done better…but I know it would be long…

**Peter Parker:** …

**Arachne:** …I still remember his face…I still remember his jokes…I still remember the wound I've felt when I tried to save him…I could have done better…more powerful…more stronger…

**Peter Parker:** …How did you became like…this?

**Arachne:** …I made a choice…in order to save the one that is important to me and to him…but now it feels like it was a waste…My reality is gone and the people I care about disappeared right in front of me. There is no way I can have it back…and my only escape now is death…There is no alternative for it for me

**Peter Parker:** …What if you were to come back with me?

**Arachne:** What?

**Peter Parker:** I'm serious…If I can go back to my world you can come with me

**Arachne:** …Peter…I can't

**Peter Parker:** But you can

**Arachne:** I can't…I'm sorry…but there is no future for me anymore…Besides…what would I do in your world? Be another science experiment?

**Peter Parker:** It won't come to that. I won't allow it

**Arachne:** But you still can't…Not like this…

**Peter Parker:** …But-

**Arachne:** Don't Peter…please…I just want to reach my conclusion…my ending…and finally I would rest…

**Peter Parker:** …Arachne…

**Arachne:** Its okay Peter…It's how things go…So don't take blame for something you are unable to do…Time is meant to come after us anyway…I need this

**Peter Parker:** …Why?

**Arachne:** …Because I must…

**Peter Parker:** …

**Arachne:** …

* * *

_Outside Jessica Drew's Apartment_

_Jessica Drew returns to her apartment, but suddenly she sees an Ambulance in front of her apartment as people are seen surrounding an ambulance crew. As she approaches she immediately recognize the person being carried by a stretcher as he is seen extremely weak_

**Jessica Drew:** …Kenan? Kenan!?

**Kenan:** …J-Jessica?

**Jessica Drew:** OH MY GOD KENAN!

_Jessica rushed in to check up on Kenan as one of the ambulance crew stopped her_

**Jessica Drew:** LET ME THROUGH!

**Ambulance Crew member:** Hold on miss, you know this person!?

**Jessica Drew:** COURSE I KNOW HIM! HE'S MY FRIEND!

**Kenan: **It's…alright sir…She's with me…

**Ambulance Crew member:** Okay then

**Jessica Drew:** What happened to him!?

**Ambulance Crew member:** You're just gonna have to come with me miss. I'll explain on the way

_As the ambulance crew brought the weak Kenan in, a worried Jessica enters the ambulance van as they head of_

**Jessica Drew:** Kenan! Kenan are you okay!?

**Kenan:** …Jessica…

**Jessica Drew:** Hang on Kenan you're gonna be fine! Okay just hold on!

**Kenan:** …Jessica…I'm scared…

**Jessica Drew:** It's okay. I'm here Kenan. I'm here

**Kenan:** …Jessica…

**Jessica Drew:** Just hold on...Please hold on...Please...

_Jessica appeared saddened as she is seen holding Kenan's hand as he appeared dehydrated and weak_

* * *

**AUTHOR'S NOTE: Not what I was expecting, but at least I'm trying to add more Jessica Drew here. Anyway the first part were Jessica and Johnny met face-to-face was in issue 9 of "Ultimate Comics: Spider-Man vol 1", and to me I get the feeling this reminded me of Spider-Man and Firestar **

**Here we have Arachne mentioning her reality's Peter Parker, which I'll play along until I reach the point of the story**

**Also here is the introduction to Kit Renner. Appeared in Captain Marvel issue 10 with Carol Danvers, but here she has a history with Peter, which will be explained later on**

**Please Review**


	7. Chapter 7

_St. Mary's Hospital: Kenan's Patient Room_

_In his patient room, Kenan is seen resting as he still appears weaker. Jessica enters the room and sits on a chair next to him with a sad face as Kenan opened his eyes and looked at her_

**Jessica Drew:** …

**Kenan:** …Hey there…Jessica…

**Jessica Drew:** Hey Kenan. Still looking good as ever

**Kenan:** Heh…you know…I do

**Jessica Drew:** …

**Kenan:** …What…did they say?

**Jessica Drew:** …Your heart's getting much weaker, there's not much blood pumping through. They also said your chest is not breathing much oxygen and your body is loosing much body fluid

**Kenan:** …It's bad…isn't it?

_Jessica started to shed some tears_

**Jessica Drew:** …Your body's deteriorating Kenan…Your condition's getting…its bad…its seriously bad and nothing they can do will make it better…

**Kenan:** …Jessica

**Jessica Drew:** You're dying Kenan. You're dying and they don' know how…They said they found something in your system, one of the doctors thought it was drugs, but I know you would never take them and even another doctor admit that no drug they know would cause this much damage. They just don't know

**Kenan:** …

**Jessica Drew:** …What happened Kenan?

**Kenan:** …I wanted…to make some money…on my own…Try getting…my life back together…Wanted…to get out…of the street…Guess that…didn't work out

**Jessica Drew:** …You could have asked me. I could have helped you

**Kenan:** And burden you…with my problem? No child…I can't…not to you…I don't want you…to suffer…because of me…I would…be a burden…to you

**Jessica Drew:** You're not a burden Kenan…you're my family…and family look out for each other

**Kenan:** …

**Jessica Drew:** …You could have told me Kenan. You could have told me and I would have helped you

**Kenan:** …You've already helped me…This is more then I could have ever asked for…That I have some hope in me…

**Jessica Drew:** Kenan…I…I can't…

**Kenan:** …There's still…hope for you…

**Jessica Drew:** …I'll be alone without you

**Kenan:** No…you won't…

**Jessica Drew:** …

**Kenan:** They'll…be people there…that will care for you…That you…will live the life…you…were meant…to have…Meet someone…get married…have a family…get old…be happy…And you'll see…how great life is…

**Jessica Drew:** …Kenan…Kenan I-

**Kenan:** You're…going to do…great things…Amazing things…I know…you can…I can tell…how special you are…

**Jessica Drew:** …

**Kenan:** …Don't loose faith…it will happen…and when it does…take it…or loose it forever…

**Jessica Drew:** …

**Kenan:** …Whatever…happens to me…You promise me…that you'll be happy…for what life…give you…That you'll make…your own mark…in life…and I'll watch…and I'll be proud…of you…Promise me…please…

_Jessica held Kenan's hand as she started to cry_

**Kenan:** …Don't cry child…It's how…life goes…

**Jessica Drew:** But I…Kenan I-I…

**Kenan:** …I'll…miss you…

**Jessica Drew:** …I'll miss you…

**Kenan:** …

_The two remained silent as they held each other's hand. Awaiting the inevitable as they view it as the last time they'll ever see each other_

* * *

_Void Dimension: Inside the City_

_Across the sand covered city, Peter and Arachne are seen walking towards their destination on top of a sand covered building, but then she notices something wrong with the area_

**Arachne:** …That's odd…

**Peter Parker:** What is?

**Arachne:** …Over on that side of the corner…there were suppose to be buildings there, but it's not anymore. Come to think about it there's less now then the last time I saw

**Peter Parker:** How?

**Arachne:** I don't know. Come to think of it this place is becoming…different

**Peter Parker:** …Now that you mention it…the air does feel…strange all of a sudden

_Noticing that something is different around the area, Peter proceeded forward until he stepped on something as it cracked_

**Peter Parker:** What the? (_Glass cracked and he fell_) AAAAAAAHH!

**Arachne:** PETER!

_Peter fell deep into the building as he landed on the floor hard. Although he survived the fall the impact left him in pain as he tries to recover_

**Arachne:** PETER! PETER ARE YOU OKAY!?

**Peter Parker:** I'm fine! But ow!

**Arachne:** Hang on! I'm coming right down!

_As he gets up Peter is suddenly confronted by a figure he shockingly knows as he stands right in front of him. Harry Osborn _

**Peter Parker:** …Har…Harry…?

**Harry Osborn:** Hey Pete. You look exhausted

**Peter Parker:** No…No it can't be…Harry you're…You're-

**Harry Osborn:** Dead? Is that what you're going to say?

**Peter Parker:** …

**Harry Osborn:** …How did it feel Pete?

**Peter Parker:** …What?

**Harry Osborn:** How did it feel knowing that you let your own friend die in your watch?

**Peter Parker:** Harry…Harry I-

**Harry Osborn:** You think you can just escape it? Escape what you could have done? What you could have prevented?

**Peter Parker:** Harry. I tried. I tried to save you

**Harry Osborn:** And what have you learned from it?

**Peter Parker:** Learn from it?

**Harry Osborn:** I'm dead Peter! I'm dead and after that you just lived your life as if nothing happened

**Peter Parker:** That's not true Harry...I-I did my best...I gave it my all

**Harry Osborn:** But you still brought MJ into this!

**Peter Parker:** …

**Harry Osborn:** …You know where it leads and yet you still brought MJ into this! I was brought into this and not only did I became a monster I'm dead, and what did you do!? Huh!?

**Peter Parker:** …Harry…

**Harry Osborn:** …You're still an idiot Peter Parker. After everything that's happened you still keep telling yourself that you're going to take responsibility for everything you've done, and so far you've none of it. So how many people are going to ruin, how many people you suffer, and how many people are going to die to make you realize that the life you chose is more important then your own. So tell me Peter, does being Spider-Man gave you the advantages that you can never get as Peter Parker? The fame, the glory, the recognition, the respect? Peter Parker could never get that, but Spider-Man can!

**Peter Parker:** That's not true Harry. I would never take advantage of anything. I wouldn't

**Harry Osborn:** Oh, so tell me this Peter Parker. Has it ever occurred to you that the only reason MJ stayed with you is because your Spider-Man and not Peter Parker

**Peter Parker:** …

**Harry Osborn:** The fact that MJ likes to see herself as Spider-Man's girlfriend because it makes her special. Did it ever occur to you that she could be using you for her own gain?

**Peter Parker:** …That…That can't be…She would never-

**Harry Osborn:** Oh really? Then tell me Peter, if there was a chance that you would have not tell her you're Spider-Man or if you were to have not received your powers and confess to her then would she still be with you?

**Peter Parker:** …

**Harry Osborn:** You don't deserve it Peter. You don't deserve that power if you knew how careless you have become, and perhaps none of the people you cared for would have been dead!

**Peter Parker:** Harry

**Harry Osborn:** You are a failure!

**Peter Parker:** Harry I-

_Arachne then landed on the ground as Peter turned to her_

**Peter Parker:** Huh?

**Arachne:** Peter!

**Peter Parker:** Arachne?

**Arachne:** You okay?

**Peter Parker:** Yeah I'm fine. I just

_Peter turned in front of him as sees Harry not there anymore_

**Peter Parker:** …

**Arachne:** Just what?

**Peter Parker:** …Nothing…It's nothing

**Arachne:** …

**Peter Parker:** What?

**Arachne:** …Are you okay Peter?

**Peter Parker:** …

**Arachne:** Peter…I can tell if something's wrong with you…And if you don't want to talk about it then that's fine, but you are seriously starting to worry me

**Peter Parker:** I'll be fine Arachne

**Arachne:** We can rest if you want

**Peter Parker:** I'm okay. Let's just keep moving

**Arachne:** Peter

**Peter Parker:** I'll be alright okay? Don't worry

**Arachne:** …Okay…

**Peter Parker:** Come one. I think we can go through there

_Peter moved ahead for a way out, leaving Arachne worried as she follows_

* * *

_Jessica Drew's Apartment_

_Few days after the burial of Kenan, Jessica Drew entered her apartment as she's holding Kenan's small purse. Jessica sits on the couch and looked at Kenan's purse and sees a photo of him with herself and with Vin and his family. As she looked at the photo Jessica started to cry as she remembers what Kenan says to him_

**Jessica Drew:** *sob**sob**sob* I *sob* I can't *sob* I can't promise you Kenan. *sob* I'm not what you think I am. *sob* I'm a thing Kenan. Just a thing that can't have a future, and I don't even know how. *sob**sob* I can't…I don't know how…I don't even have a family of my own

_Jessica Drew's flashback_

_Secret CIA Facility_

_While Jessica Drew was still sedated after talking to Ben Reilly who revealed to her that she is a clone of Peter Parker, she was able to hear him talking with Henry Gyrich in a low voice involving the complications of her birth_

**Ben Reilly:** [Are you sure about this?]

**Henry Gyrich: **[Why? What's there to be sure? The process is a complete success isn't it?]

**Ben Reilly:** [Except there is a complication in her system. One I can't even explain how]

**Henry Gyrich: **[Does it really matter? The clone is born, the process is complete, so there's no need for it]

**Ben Reilly:** [We've rushed the process, and because of that there's no ovule in her Fallopian tube. She won't even conceive at all]

**Henry Gyrich: **[That is something I shouldn't be concerned about]

**Ben Reilly:** [We're talking about a young woman here. She's a person Gyrich]

**Henry Gyrich: **[We're talking about an expendable object that we can easily replace, and if you think she can leave this facility then you are sadly mistaken. She's a thing and a property of the CIA, and if she's killed then we can always clone another one.]

**Ben Reilly:** [Are you serious about this? You're gonna treat her like she's nothing?]

**Henry Gyrich: **[Would you rather be in jail if you don't comply?]

**Ben Reilly:** […]

**Henry Gyrich: **[She's expendable Reilly and there's no need for sympathy here. Do you understand?]

**Ben Reilly:** […]

**Henry Gyrich: **[See to it that it's done]

_Jessica Drew's flashback end_

_Jessica Drew's Apartment_

_Jessica is still in tears as she looked at the photo, but as she looked at Kenan's things she discovers a card as she looked at it. Jessica gasp discovering the card belonging to a company she knows well, Roxxon Corporation. Realizing Kenan went there and feels they've done something that might have killed him as Jessica now displays an angry face _

* * *

_Void Dimension: Inside a Building_

_Peter and Arachne are still inside the building as they are seen crossing through the hallway as they enter what appears to be a restaurant as they see a way outt, until Arachne stops_

**Peter Parker:** What's wrong?

**Arachne:** …Let's just stop for a while?

**Peter Parker:** Huh?

**Arachne:** We can rest for a few minutes. No point exhausting ourselves when we're almost there

**Peter Parker:** I'm fine Arachne

**Arachne:** No you're not I can tell

**Peter Parker:** But-

**Arachne:** Peter! Please…

**Peter Parker:** …Fine

_The two then sit and rest for a while as Peter looked around to see the restaurant looking more modern and stylish, despite it being covered in sand, but then sees Arachne looking at him with a worried face_

**Peter Parker:** …

**Arachne:** …

**Peter Parker:** …Why…are you looking at me like that?

**Arachne:** …What's going on with you Peter?

**Peter Parker:** What?

**Arachne:** You didn't think I would have notice something about you?

**Peter Parker:** …There's nothing wrong with me

**Arachne:** Peter…You can't lie to me

**Peter Parker:** …

**Arachne:** …What's going on?

**Peter Parker:** …

**Arachne:** Peter…Tell me…

**Peter Parker:** …I think I'm loosing it

**Arachne:** What?

**Peter Parker:** …I keep seeing things…I don't know what it is…but I keep seeing them…

**Arachne:** …What did you see?

**Peter Parker:** …My mistakes…my faults…my selfishness…All of my action that I've done as Spider-Man is coming back to haunt me

**Arachne:** …

**Peter Parker:** …I couldn't escape what I did to my Uncle Ben…but I don't know if I want it…I don't even know if I ever deserve it

**Arachne:** …You do deserve it Peter. You've saved many lives through your actions as Spider-Man

**Peter Parker:** Well how do you know that?

**Arachne:** Because I know Peter Parker. I know he would never let any innocent life die like that

**Peter Parker:** But I'm not the Peter Parker you knew

**Arachne:** But does it matter?

**Peter Parker:** …

**Arachne:** Yes. I know you are not him, but I know what you are and I see a brave man willing to save anyone. You are here because you have proven yourself to be the best of us. You are here because you are willing to do what is right. You are here to help anyone regardless of whom or what they are. And you are here because deep down you deserved to be a hero. You are Peter Parker, you are Spider-Man, and in my eyes I see a noble person becoming a man

**Peter Parker:** Then why do I feel like a failure?

**Arachne:** Things will be tough for you, but that is how life goes, because you learn from it and be better. And whatever you are thinking you shouldn't let that doubt on what you have done, so stop being so stupid and get your head straight

**Peter Parker:** …You really think I deserved this power?

**Arachne:** I do, because with great power

**Peter Parker:** Must come great responsibility

**Arachne:** …

**Peter Parker:** …Thank you…

**Arachne:** Anytime

**Peter Parker:** …

**Arachne:** …Well…I think it's time we move

**Peter Parker:** Yeah

**Arachne:** …Let's go…

_Peter and Arachne got up as head first until he said some thing_

**Peter Parker:** Arachne?

**Arachne:** Yeah Peter?

**Peter Parker:** Just wondering, why be nice to me?

**Arachne:** Excuse me?

**Peter Parker:** I mean it. I barely know you at all and yet here you are being all awesome

**Arachne:** Would you rather be all roy mustang and go overweigh Chuck Norris on you?

**Peter Parker:** …Did you just made a joke?

**Arachne:** I guess I did, and I can think of a lot of lame jokes to make that one better

**Peter Parker:** …Exactly how much time have you spent with your Peter Parker?

**Arachne:** Why? Does it bother you?

**Peter Parker:** Sort of?

**Arachne:** In what way?

**Peter Parker:** We've barely know each other and already in a short amount of time since we've traveled together you knew me far better then I knew myself

**Arachne:** …I guess I'm good a reading people

**Peter Parker:** Not like that. Not the way you do it…and the more I think about it the more I felt like…I know you somehow…

**Arachne:** …

**Peter Parker:** …Is Arachne even your real name?

**Arachne:** …Peter…

**Peter Parker:** …Who are you…Really?

**Arachne:** …We should keep moving

_Arachne head near the exit as Peter stood thinking about her, but suddenly a mysterious figure stood next to him which only he can see. A bleeding 7 year old Kit Renner__as she looked at Peter smiling_

**Peter Parker:** …You…

**Kit Renner: **She's hiding something from you Peter. You know that

**Peter Parker:** …Go away Kit

**Kit Renner: **Awe, are you not happy to see me Peter?

**Peter Parker:** You're not real. You can't be

**Kit Renner: **Because I'm dead?

**Peter Parker:** …

**Kit Renner: **I think it's time to admit yourself what kind of a man you really are

**Peter Parker:** Go away. Just go away

**Kit Renner: **I can't Peter, I won't let you

**Peter Parker:** What do you want?

**Kit Renner: **You know what I want Peter Parker

**Peter Parker:** What are you talking about?

_Arachne opened the door and was shocked to see what has happened _

**Arachne:** Oh my goodness

**Peter Parker:** Arachne? Arachne what is it!?

**Arachne:** Peter! You better come and see this!

**Kit Renner: **I suggest you should see what your new best friend saw

**Peter Parker:** …

**Kit Renner: **I can't go away Peter. Not until you answer for what you did

**Peter Parker:** I'm done with you Kit

**Kit Renner: **No, no you're not…Not yet

**Peter Parker:** …

_Peter ran towards the exit as he saw what Arachne sees and couldn't believe what has happened. Almost an entire area has disappeared as they see the surrounding area turning into ash as they flu up in the sky_

**Peter Parker:** What the!?

**Arachne:** How? How could this have happened?

**Peter Parker (2099) (Speaker): **I might be able to answer that

_Suddenly a group of Spider-Bots appeared as Peter and Arachne sees them display a projector hologram and confronts a wrinkly old but healthy man who was responsible for it all_

**Arachne:** You

**Peter Parker (2099) (Hologram): **Hello Arachne. It has been along time now

**Arachne:** Still an old man as ever

**Peter Parker (2099) (Hologram): **But still capable, and you.

**Peter Parker:** Huh?

**Peter Parker (2099) (Hologram): **So I see my young counterpart still lives

**Peter Parker:** Counterpart?

**Arachne:** Don't listen to him

**Peter Parker (2099) (Hologram): **Why? Because he won't find out what kind of a man he will grow up into?

**Peter Parker:** What? What are you talking about?

**Peter Parker (2099) (Hologram): **…I am you my young counterpart, well the future you that is

_Peter became surprised to hear that the old man he sees before him is a future version of himself_

**Peter Parker:** …That…can't be…It couldn't

**Arachne:** Peter

**Peter Parker (2099) (Hologram): **Oh but it is my old friend. The one that led his own Uncle Ben to his death, the one that swings from building to building, the one that lived for almost a hundred years, the one that witness the death of all of his loved ones, and the one that will save all

**Arachne:** By murdering all the residents here

**Peter Parker:** Huh!?

**Peter Parker (2099) (Hologram): **The residents here are just remnants of a fallen reality long destroyed. What I've given them is mercy. A quick and painless death rather than a slow and painful one

**Peter Parker:** You did what!?

**Arachne:** Whatever the intention its still murder

**Peter Parker:** You killed? You killed all the residents here!? Why!?

**Peter Parker (2099) (Hologram): **It was bond to happen my young counterpart. This piece of reality is dying and disintegrating into tiny pieces of atom. Redistributed throughout the void and integrated into other realities were its purposes can be reborn anew. It is almost like recycling, and as you can see here the process is beginning

**Peter Parker:** Process?

**Arachne:** What did you do!?

**Peter Parker (2099) (Hologram): **…Created myself a way out of this place, a device that can take me places, except there is one problem. The power source I've installed is taking much of the materials needed to keep it sustained as you've seen what has become of this place, and you know what happens if it all goes

**Arachne:** You're destroying this place

**Peter Parker:** Taking us both in the process, while you escape

**Peter Parker (2099) (Hologram): **And you know what the best part is? I have you to thank for that my counterpart

**Peter Parker:** What do you mean?

**Peter Parker (2099) (Hologram): **You may not realize this, but since your arrival here you have carried with you materials needed for my escape to be possible. For you see your entire body is now covered in pure particles of space and time, the void particles. A sort of background radiation as it is called. And within those particles carries traces of void particles originating from its source of origins. You're birth place

**Peter Parker:** …My home reality. You're escaping in my reality!?

**Peter Parker (2099) (Hologram): **Correct

**Arachne:** Wait!? What chance you will have in that. You can't be Peter Parker in that!?

**Peter Parker (2099) (Hologram): **Actually I can. Remember the blood samples my Spider-Soldiers took from you two? Well I have another device alongside my other one. A device that can create for me a new body, one that can pass as that reality's Peter Parker, along with some improvements thanks to Arachne's blood and something that can make it even more powerful

**Peter Parker:** …A clone…You're creating a clone body out of our blood!?

**Arachne:** What!?

**Peter Parker (2099) (Hologram): **Once I placed my mind in it I can go into your reality and what I will do there will change everything forever

**Arachne:** …

**Peter Parker:** …No…No I won't let it happen. I don't know what you're gonna do, but I will not let it happen! I will stop you!

**Arachne:** We both will!

**Peter Parker (2099) (Hologram): **You both wish to stop me; well then be my guest! But as soon as you can I'm going to leave you both with something

_Suddenly, three hulk looking Spider-Soldiers appear as they confront Peter and Arachne_

**Arachne:** What the!?

**Peter Parker:** Holy!?

**Peter Parker (2099) (Hologram): **Come and get me if you must! I'll be waiting, and when you come I'll be ready!

_The hologram from the Spider-bots shut down as they disperse. Leaving Peter with his weapon ready and Arachne taking her stingers out_

**Peter Parker:** This is so not good!

**Arachne:** I know, but we can't let him escape! We won't let him!

* * *

_Alchemax (?)_

_2099 Peter turns to the "Artificial Womb" chamber that contains his new body as he's pleased that the process is nearly complete, until Doctor Octopus says something to him in suspicious_

**Doctor Octopus (?):** You…don't have it…do you? The coordinates…to his…reality

**Peter Parker (2099): **…No I don't but I figured a little pep talk would motivate him enough for him to come here

**Doctor Octopus (?):** What…makes you…so sure?

**Peter Parker (2099): **Because that is exactly what I would do back in my day, and when he gets here the trap I place for him will be waiting to be sprung.

**Doctor Octopus (?):** …

**Peter Parker (2099): **You wish to die Otto? Well it's going to come soon, but until then be patient

_2099 Peter looked at the chamber and sees taking shape. Bearing the same appearance as his young counterpart but more muscular as his hair started to grow_

**Peter Parker (2099): **Soon I will be reborn and I'll undo the mistakes that I did all those years ago. Never again will I make the same mistakes. Never

* * *

**AUTHOR'S NOTE: This is a tricky one, but anyhow here I wanted to question Peter's relationship with Mary Jane, and I figured the ghost of a deceased, Harry Osborn should do the trick**

**Believe it or not, when I was reading the Ultimate Comics series there's literally not much to write about. They've completely rushed the story just to kill of Peter, and I think it's stupid. Anyway, this is what I can give, and the next chapter will involve the clone Peter Parker**

**Please Review**


	8. Chapter 8

_Forest Hills, Queens_

_McFarlane Resident (Kenny Kong's house): Living Room_

_Inside the McFarlane house, Kenny Kong who now appears slightly masculine is seen doing homework with Kitty Pryde_

**Kenny Kong:** I'm still not getting this

**Kitty Pryde:** I already showed you how to that

**Kenny Kong:** Well can you show me again?

**Kitty Pryde:** Kenny, you need to try to do this yourself

**Kenny Kong:** One more time please

**Kitty Pryde:** …Okay fine, but this is the last time

**Kenny Kong:** You're the greatest babe

**Kitty Pryde:** Heh, cute

(**_Ring_**)

_Suddenly the door bell rang_

**Kitty Pryde:** …Are you expecting anyone?

**Kenny Kong:** No I'm not. Better check it out

_Kenny approached and opens the front door he was surprised to see who it is. Liz Allen_

**Liz Allen:** Kenny?

**Kenny Kong:** Liz!?

**Liz Allen:** Oh my god Kenny!

_Liz then hugged Kenny, who feels surprised by her return_

**Kenny Kong:** Liz. You're back

**Liz Allen:** And look at you. You look…good. You look real good

**Kenny Kong:** Um, thanks. I work out

**Liz Allen:** I can see that

**Kenny Kong:** So…when did you come back?

**Liz Allen:** Just today. Thought I might drop by before I get to MJ's house. Kenny you have no idea how it is to see-

**Kitty Pryde:** Hey Kenny, who is-

_Just then, Kitty appeared and was surprised to see Liz Allen in Kenny's front door, who Liz her self did not expect Kitty in Kenny's house_

**Liz Allen:** …

**Kitty Pryde:** …Liz?

**Liz Allen:** …Kitty…

**Kitty Pryde:** …You're…back…

**Liz Allen:** …I just…came back…

**Kitty Pryde:** …

**Liz Allen:** …

**Kenny Kong:** …Uh…You can hang out with us for a while if you want

**Liz Allen:** …Sure…Why not…

**Kitty Pryde:** …

_10 minutes later_

_Kenny, Kitty, and Liz are seen sitting in the living room as silence filled the room, with Kenny noticing the tense atmosphere going on since he notice how Kitty and Liz were never that close friends before. Kitty looked at her with doubt and suspicious, as Liz sat quiet as she looked at her also with doubt_

**Kitty Pryde:** …

**Liz Allen:** …

**Kenny Kong:** …So…You had a good trip?

**Liz Allen:** Yeah…It was good…

**Kenny Kong:** Okay…So you had anything? Because I can get some drinks

**Liz Allen:** Sure okay

**Kenny Kong:** Great. Kitty?

**Kitty Pryde:** Why not

**Kenny Kong:** Awesome. I'll be right back

_Kenny heads to the kitchen to get some drinks, leaving Kitty and Liz _

**Liz Allen:** …

**Kitty Pryde:** …

**Liz Allen:** …Kitty…

**Kitty Pryde:** …Liz…

**Liz Allen:** …So…you and Kenny?

**Kitty Pryde:** …Yeah…

**Liz Allen:** Oh…That's something…

**Kitty Pryde:** …He was really nice to me…I had some troubles along the way, but we're dating now…

**Liz Allen:** …I see…And that was…

**Kitty Pryde:** …Was what?

**Liz Allen:** …I heard…About what happened a couple of months ago…

**Kitty Pryde:** …Yeah…

**Liz Allen:** …And you guys?

**Kitty Pryde:** We disbanded…

**Liz Allen:** …I see…

**Kitty Pryde:** …Where were you in all of this?

**Liz Allen:** …

**Kitty Pryde:** …

**Liz Allen:** …Kitty…I-

**Kitty Pryde:** Didn't you have some kind of inheritance from the Blob and moved out?

**Liz Allen:** …There was…a condition…one we didn't manage to fulfill

**Kitty Pryde:** Oh?

**Liz Allen:** …Turn's out I half a half-brother, and we went to get him. Problem is he just somehow…disappeared. Nobody knew what happened to him, but some people say they saw some flash of light appearing in where he lives. I don't know maybe he went underground or something

**Kitty Pryde:** …So what then?

**Liz Allen:** …For a while my Mom and I wanted to get away from it all and that made us decide to leave the state, but after New York got rebuild we've decided to move back, and why shouldn't I? I was raised here. My whole life is here, and hell my friends are here

**Kitty Pryde:** …Johnny mentioned you

**Liz Allen:** Johnny…Johnny Storm?

**Kitty Pryde:** …Yeah…

**Liz Allen:** Oh. Is he…seeing somebody else?

**Kitty Pryde:** Why? Does it really matter?

**Liz Allen:** It's just…I thought about him and I-I wanted to see him again…Maybe…he and I would…

**Kitty Pryde:** …

**Liz Allen:** …I get it Kitty…I know you and I have never been on good terms with each other and I get that I've been a jerk to you. It's just that I've been led to believe my whole life that being a mutant was the worst thing that could ever happen to somebody because I was led to believe that I had an uncle who killed himself because he was one, which I now know was a lie, and I took a moment to adjust myself now that I am a mutant. And the more that I think about it the more I realize I've never done anything worthwhile in my life before. What you've been doing, what Johnny's been doing, and what Peter's been doing

**Kitty Pryde:** Peter?

**Liz Allen:** You know…Him being Spider-Man?

**Kitty Pryde:** …You knew?

**Liz Allen:** I was at MJ's house and he showed up as Spider-Man

**Kitty Pryde:** He unmasked himself in front of you

**Liz Allen:** …Yeah

**Kitty Pryde:** Of course he does

**Liz Allen:** But that's the point…I've always trying to be the popular one, the one that can get all the guys to like, but I've never done anything worthwhile like you guys have and I wanna change that. That's been the reason I'm back, and I was hoping I'd start with you

**Kitty Pryde:** …What?

**Liz Allen:** …I want to start over again with a clean slate, and what you and I had back then…I guess I never once think straight what I said to you, and thinking about it I guess I was kind of a racist to you.

**Kitty Pryde:** Yeah…you were

**Liz Allen:** …But that's on the past now, and maybe I thought we could start over again. As friends

**Kitty Pryde:** …Liz

**Liz Allen:** I'm serious Kitty. I thought we could start over again, like hang out or something and maybe we could-

(**_FRAKABOOM_**)

_Suddenly an explosion was heard near where they are as the area felt like shaking_

**Liz Allen:** Huh!?

**Kitty Pryde:** What the!?

_Kenny appeared with a tray of drinks_

**Kenny Kong:** Hey! You guys felt that!?

**Liz Allen:** Yeah I did!

**Kitty Pryde:** Sounds like it came near here. Peter's house!

**Liz Allen:** What!?

**Kitty Pryde:** Stay here Kenny! I'm heading out!

**Kenny Kong:** Okay!

**Liz Allen:** I'm coming too!

**Kitty Pryde:** What!?

**Liz Allen:** I'm coming too!

**Kitty Pryde:** What!?

**Liz Allen:** Whatever this is I can help! And if Peter's in trouble then maybe I could do something!

**Kitty Pryde:** I don't have time for this!

**Liz Allen:** But-

**Kenny Kong:** Kitty. If she says she wanted to help then let her help, and whatever it sounds like then you need a lot of it

**Kitty Pryde:** You serious!?

**Kenny Kong:** Kitty! Be real now

**Kitty Pryde:** …Okay fine. Hope you can handle yourself out there Liz!

**Liz Allen:** Believe me. I can handle anything

**Kitty Pryde:** I'd like to see that

_Kitty changed into her Shadowcat outfit and head of, with Liz Allen transforming her body into fire and followed her_

**Liz Allen:** Seriously! What did I miss since I've been gone!?

**Shadowcat:** Not much, but now's not the time to discuss Liz!

**Liz Allen:** It's Firestar now Kitty!

**Shadowcat:** It's Shadowcat! Remember that!

_As the two near were the blast came, they were surprised by the site of the battle taking place with Spider-Man, Iceman, Human Torch, Susan Storm, and Ben Grimm alongside a group of SHIELD agents as they fight an unknown being as it manages to pushes them back, as Susan Storm used her powers and contained him_

**Shadowcat:** Holy!?

**Firestar:** Whoa!

**Susan Storm:** RRRAAA!

**Carol Danvers:** You got him got him!?

**Susan Storm:** I got him!

**Shadowcat:** Hey guys! What the hell's going on!?

**Iceman:** Kitty!

**Spider-Man (clone):** And is that!?

**Human Torch:** Liz!?

**Firestar:** Hey guy! I'm back!

**Ben Grimm:** Uh, guys? I think I need a little helLLAAGGH!

**Spider-Man (clone):** What's wrong with him!?

**Human Torch:** Ben!

**Shadowcat:** What's happening to him!?

**Susan Storm:** Johnny, HELP HIM! I can't move

**Carol Danvers:** All agents. Back away! No one go near him

**Firestar:** Is he? Is he going to!?

**Ben Grimm:** Oh no…AAGGH!

_Suddenly, Ben burst into a purple glow and exploded. Pushing everyone back, but as they got up Human Torch and Susan were shocked by what has happened to Ben_

**Firestar:** Oh my god! What the hell!?

**Shadowcat:** You're alright! Jus stay strong!

**Spider-Man (clone):** You two are okay!?

**Shadowcat:** We're okay!

**Firestar:** I can't believe I came back god knows how many miles for this shit!

**Susan Storm:** Ben…

**Human Torch:** BEN!

**Susan Storm:** JOHNNY, HELP HIM!

**Human Torch:** HOW!?

**Carol Danvers:** All agents, this is commander Danvers. Back away! No one go near him. Storm, back away!

**Human Torch:** SCREW YOU LADY! Ben! BEN!

_Human Torch approached Ben who appears to be growing in size as the purple energy on him kept on glowing, with Spider-Man, Ice Man, Shadowcat, and Firestar approaching_

**Human Torch:** What do I do!? What do I—SOMEONE HELP US! WHY WON'T ANY OF YOU HELP US!?

_Ben's condition is starting to get worse as pieces of his rock-hard skin is starting to come off as more purple energy is starting to burst_

**Firestar:** Oh god he doesn't look to good!

**Spider-Man (clone):** We need to think of something and fast!

**Iceman:** Like how!? How the hell do we stop this!?

**Spider-Man (clone):** I don't know!

**Shadowcat:** Oh my goodness!

**Human Torch:** Ben!

**Susan Storm:** BEN!

_With her force field weakened as Susan was distracted while crying over Ben's critical condition, the unknown alien used this moment and burst through. Everyone was caught by surprise as the alien blasted everyone away, then proceed and knocked Susan down as her right arm appeared to be sprained_

**Susan Storm:** AAAAAGGH!

**Spider-Man (clone):** No!

**Human Torch:** SUSIE!

**Shadowcat:** Hang on!

_The alien approaches and was about to deal a blow to finish her of until Shadowcat grabbed Susan and phases through his attack and away_

**Shadowcat:** I got you! Just hold on!

**Susan Storm:** Agh! Thanks!

**Human Torch:** NOBODY HARMS MY SISTER YOU SON OF A BITCH!

_In a fit of rage; Human Torch fires his fire attack and punches him rapidly_

**Human Torch:** YOU COME IN AND BLEW UP MY HOUSE! HARM MY FRIENDS! KILL REED! AND ATTACK MY SISTER! YOU ARE SO DEAD! DO YOU HEAR ME!? YOU ARE SO FUCKING DEAD!

_Human Torch's flame grew bigger as he kept on punching him until the alien being blasted him back, but then Spider-Man fired his webbing as Iceman fired an ice sphere on him as Firestar fired massive rounds of fireballs. While it did some damage the alien launched a massive shockwave and blasted the three back. Carol watched in shock_

**Firestar:** Agh. Okay that is not what I expected this to happen

**Iceman:** It never is

**Spider-Man (clone):** We so need a plan and we need one fast!

**Carol Danvers:** This cannot get any worse. (_Opening com-link_) This is Commander Danvers to SHIELD HQ, we need back-up! I repeat we need back up!

**Shadowcat:** Don't worry! I GOT THIS!

**Carol Danvers:** What?

_Then out of nowhere, Shadowcat appeared using her mutant powers and brutally punches the alien as its face started to bleed from the impact as he fired his blast at her, but Shadowcat phased threw the attack and continues her punches at him_

**Firestar:** Wow!

**Iceman:** Holy crap!? Since when can she do that!?

**Spider-Man (clone):** While back! KEEP AT IT SHADOWCAT!

**Shadowcat:** IS THAT ALL YOU GOT UGLY!? IS THAT ALL YOU GOT!? AND I'M NOT THE ONLY ONE WANTING A PIECE OF YOU!

_Shadowcat continues her punches as the alien becomes battered and unconscious, until she backs off as an angry Susan Storm used her powers and painfully pounded him as the road. The impact was strong enough to created a massive crater, but that did not stop a rage-filled Susan as she continues to pound him more and more_

**Susan Storm:** YOU LIKE THIS!? (**SMASH**) YOU LIKE CAUSING SO MUCH PAIN!? (**SMASH**) I'LL END YOU FOR WHAT YOU DID TO REED! (**SMASH**) I'LL END YOU FOR WHAT YOU DID TO MY FAMILY! (**SMASH**) END YOU! (**SMASH**) END YOU! (**SSMASH**) END YOU! (**SSMMASH**) EEEENNNNDDDD YOOOOOOU! (**SSSMMAAASSH**)

_Susan continues to pound the alien more and more until it became unconscious and stop moving as Susan finally stop as well_

**Human Torch:** Susan

**Susan Storm:** …Ben…Ben!? BEN!

_Susan ran towards Ben, who appeared to be out cold as the mysterious purple energy starts to fade. Susan bends down and started to cry as Human Torch comforts her, as Shadowcat helped out her friends_

**Carol Danvers:** I called a medical team over. They'll see Grimm is taken care off

**Human Torch:** Susan

**Susan Storm:** _***sob***_ Oh god Ben! **_*sob*_** First Reed and now Ben!

**Human Torch:** He's gonna make it Susan. Don't count him out just yet

**Susan Storm:** _***sob*** _Ben. Oh Ben!

**Spider-Man (clone):** …Damn…Just damn…

**Shadowcat:** You guys okay?

**Spider-Man (clone):** Could have been worse

**Iceman:** That was awesome by the way

**Shadowcat:** Thanks

**Firestar:** What the hell just happened!? Seriously is anybody gonna fill me in!?

**Shadowcat:** Peter, what's going?

**Spider-Man (clone):** I'll tell you all about it later, but right now…I just need a breather…Holy crap…

_The entire group stayed silent as they tried to reflect on what has happened today as a SHIELD transport arrive above them_

* * *

**AUTHOR'S NOTE: If anybody read "Ultimate Comics: Enemy" then this takes place in issue 4, but I wanted to extend that scene were SHIELD, Spider-Man's team fought the Alien when Ben was about to burst, with the inclusion of Shadowcat and Firestar**

**The first arc of this story is almost at an end as I will move on to the second arc of this story**

**Please Review**


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